Common use of Absence of Changes Clause in Contracts

Absence of Changes. Except as permitted or contemplated by this Agreement, since March 31, 1997, the Company has conducted its business only in the ordinary course and has not: (a) suffered any change or changes in its working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the Company; (b) paid, discharged or satisfied any material liability, other than the payment, discharge or satisfaction of liabilities in the ordinary course of business; (c) written off as uncollectible any receivable, except for write-offs in the ordinary course of business; (d) except in the ordinary course of business and consistent with past practice, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee except in the ordinary course of business; (l) declared, set aside or made any payments, dividends or other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein); or (m) agreed, whether in writing or otherwise, to take any action described in this Section 3.10.

Absence of Changes. Except as permitted or contemplated set forth in Schedule 3.7 (which Schedule includes, as Schedule 3.7(a), certain STS Division summary financial data showing the actual results of the STS Division for the quarter ended September 30, 1997 and the STS Division's forecasted results, by this Agreementquarter, for the fiscal year ending June 30, 1998) and for the results shown and changes forecast in Schedule 3.7(a), since March 31September 30, 1997, Seller has not in connection with or relating to the Company has conducted its business only in Business or the ordinary course and has notAssets: (a) suffered any material adverse change in the financial condition, results of operation or Assets of the Business, other than changes in its working capitalthe STS Division's intercompany account with CMI corporate, condition which changes represent (financial i) the results of operations of the STS Division, (ii) the cash advanced to the STS Division by CMI corporate or repaid by the STS Division to CMI corporate, and (iii) certain allocations between CMI corporate and the STS Division, which allocations were made in the ordinary course of business consistent in type and amount with past practice; (b) incurred, assumed, guaranteed or discharged any obligation or liability, absolute, accrued, contingent or otherwise), assetswhether due or to become due, liabilitiesor any indebtedness for borrowed money, reservesexcept current liabilities for trade or business obligations incurred in connection with the purchase of goods or services in the ordinary course of business consistent with prior practice; (c) mortgaged, pledged or subjected to Lien, any property, business or operations assets, tangible or intangible; (d) sold, transferred, leased to others or otherwise disposed of any of the Assets, except for inventory sold in the ordinary course of business, or cancelled or compromised any debt or claim, or waived or released any right of substantial value; (e) received any notice of termination of any material contract, lease or other agreement; (f) suffered any damage, destruction or loss (whether or not covered by insurance) that individually ), in any case or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the Company; (b) paidaggregate, discharged or satisfied any material liability, other than the payment, discharge or satisfaction of liabilities in the ordinary course of business; (c) written off as uncollectible any receivable, except for write-offs in the ordinary course of business; (d) except in the ordinary course of business and consistent with past practice, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000150,000; (fg) transferred or granted any rights under, or entered into any settlement regarding the breach or infringement of, any Intellectual Property, or modified any existing rights with respect thereto; (h) made any change in any method the rate of accounting compensation, commission, bonus or accounting practice, credit practices, collection policiesother direct or indirect remuneration payable, or payment policies; (g) except paid or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention or other compensation, retirement, welfare, fringe or severance benefit or vacation pay, to or in respect of any employee, distributor or agent of the Business, other than increases in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 practice in the aggregate; (h) mortgaged, pledged, subjected or agreed compensation payable to subject, any those employees of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactionsthe Business earning less than $50,000 per annum each; (i) soldencountered any labor union organizing activity, redeemedhad any actual or threatened employee strikes, acquired work stoppages, slowdowns or otherwise transferred lockouts, or had any equity material change in its relations with its employees, distributors, agents, customers or other interest in itselfsuppliers; (j) increased entered into any salariestransaction, wages contract or any employee benefits for any employee of the Company, except commitment other than in the ordinary course of business and consistent with past practiceor paid or agreed to pay any legal, accounting, brokerage, finder's fee, Taxes or other expenses in connection with, or incurred any severance pay obligations by reason of, this Agreement or the transactions contemplated hereby; (k) hired, committed made any grant of credit to hire any customer or terminated any employee except distributor on terms or in amounts materially more favorable than had been extended to that customer or distributor in the ordinary course of business;past; or (l) declared, set aside taken any action or made any payments, dividends or other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein); or (m) agreed, whether in writing or otherwise, omitted to take any action described that would result in this Section 3.10the occurrence of any of the foregoing. Seller makes no representation or warranty as to the realization of any results forecast in Schedule 3.7(a).

Absence of Changes. Except Since June 30, 2002, other than as permitted or contemplated by set forth in the SEC Documents and Schedule 2.6 to this Subscription Agreement, since March 31, 1997, the Company has conducted its business only not (i) incurred any debts, obligations or liabilities, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities incurred in the ordinary course usual and has not: (a) suffered any change or changes in its working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the Company; (b) paid, discharged or satisfied any material liability, other than the payment, discharge or satisfaction of liabilities in the ordinary course of business; (c) written off as uncollectible any receivable, except for write-offs in the ordinary course of business; (d) except in the ordinary course of business and consistent with past practicepractices, cancelled having individually or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (e) entered into any commitment or transaction not in the aggregate a Material Adverse Effect, (ii) made or suffered any changes in its contingent obligations by way of guaranty, endorsement (other than the endorsement of checks for deposit in the usual and ordinary course of business), indemnity, warranty or otherwise, (iii) discharged or satisfied any liens or paid any obligation or liability other than current liabilities shown on the balance sheet dated as of June 30, 2002, and current liabilities incurred since the date of the balance sheet dated as of June 30, 2002, in each case in the usual and ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business and consistent with past practicepractices, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (hiv) mortgaged, pledged, pledged or subjected or agreed to subject, lien any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (iv) sold, redeemed, acquired transferred or otherwise transferred leased any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, its assets except in the usual and ordinary course of business and consistent with past practice; practices, (kvi) hiredcancelled or compromised any debt or claim, committed to hire or terminated waived or released any employee except right, of material value, (vii) suffered any physical damage, destruction or loss (whether or not covered by insurance) adversely affecting the properties, business or prospects of the Company, (viii) entered into any transaction other than in the usual and ordinary course of business; business except for this Subscription Agreement and the other Offering Documents and the related agreements referred to herein and therein, (lix) declaredencountered any labor difficulties or labor union organizing activities, set aside (x) made or granted any wage or salary increase or entered into any employment agreement, (xi) issued or sold any shares of capital stock or other securities or granted any options with respect thereto, or modified any equity security of the Company, (xii) declared or paid any dividends on or made any payments, dividends or other distributions to with respect to, or purchased or redeemed, any Stockholder of its outstanding equity securities, (xiii) suffered or experienced any other holder of capital stock of the Company change in, or condition affecting, its condition (except as expressly contemplated herein); or (m) agreed, whether in writing financial or otherwise), to take properties, assets, liabilities, business operations, results of operations or prospects other than changes, events or conditions in the usual and ordinary course of its business and consistent with past practices, having (either by itself or in conjunction with all such other changes, events and conditions) a Material Adverse Effect or (xiv) made any action described change in this Section 3.10the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adopted.

Absence of Changes. Except as permitted or contemplated by this Agreementset forth on Schedule 6.6, since March 31, 1997the Balance Sheet Date, the Company Medical Business has conducted its business only been operated in the ordinary course and consistent with past practice and there has notnot been: (a) suffered any material adverse change or changes in its working capital, the condition (financial or otherwise), assetsassets (including, without limitation, levels of working capital and the components thereof), liabilities, reservesoperations, results of operations, earnings, business or operations prospects of the Medical Business; (b) any damage, destruction or loss (whether or not covered by insurance) that individually in an aggregate amount exceeding $25,000 affecting any asset or in property of the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the CompanyMedical Business; (bc) paidany obligation or liability (whether absolute, discharged accrued, contingent or satisfied otherwise and whether due or to become due) created or incurred, or any material liabilitytransaction, contract or commitment entered into, by the Medical Business other than the payment, discharge such items created or satisfaction of liabilities incurred in the ordinary course of business; (c) written off as uncollectible any receivable, except for write-offs in the ordinary course of business; (d) except in the ordinary course of business and consistent with past practice, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business Medical Business and consistent with past practice; (kd) hiredany payment, committed discharge or satisfaction of any claim, lien, encumbrance, liability or obligation by the Medical Business outside the ordinary course of the Medical Business (whether absolute, accrued, contingent or otherwise and whether due or to hire become due); (e) any license, sale, transfer, pledge, mortgage or terminated other disposition of any employee tangible or intangible asset of the Medical Business except in the ordinary course of businessthe Medical Business and consistent with past practice; (f) any write-off as uncollectible of any accounts receivable in connection with the Medical Business or any portion thereof in excess of $5,000 in the aggregate exclusive of all normal contractual adjustments from third party payors; (g) except for all normal contractual adjustments from third party payors, any account receivable in connection with the Medical Business in an amount greater than $10,000 which (i) has become delinquent in its payment by more than 90 days, (ii) has had asserted against it any claim, refusal to pay or right of set-off, (iii) an account debtor has refused to pay for any reason or with respect to which such account debtor has become insolvent or bankrupt or (iv) has been pledged to any third party; (h) any cancellation of any debts or claims of, or any amendment, termination or waiver of any rights of material value to, the Medical Business; (i) any general uniform increase in the compensation of employees of the Medical Group or the Medical Business (including, without limitation, any increase pursuant to any bonus, pension, profit-sharing, deferred compensation arrangement or other plan or commitment) or any increase in compensation payable to any officer, employee, consultant or agent thereof, or the entering into of any employment contract with any officer or employee, or the making of any loan to, or the engagement in any transaction with, any officer of the Medical Group or the Medical Business; (j) any change in the accounting methods or practices followed in connection with the Medical Business or any change in depreciation or amortization policies or rates theretofore adopted; (k) any agreement or commitment relating to the sale of any material fixed assets of the Medical Business; (l) declared, set aside or made any payments, dividends or other distributions to any Stockholder or any other holder of capital stock transaction relating to the Medical Business other than in the ordinary course of the Company (except as expressly contemplated herein)Medical Business and consistent with past practice; or (m) agreedany agreement or understanding, whether in writing or otherwise, for the Medical Business to take any action described of the actions specified in this Section 3.10items (a) through (l) above.

Absence of Changes. Except as permitted or contemplated by this Agreementset forth on Schedule 6.6, since March 31, 1997the Balance Sheet Date, the Company Medical Business has conducted its business only been operated in the ordinary course and consistent with past practice and there has notnot been: (a) suffered any material adverse change or changes in its working capital, the condition (financial or otherwise), assetsassets (including, without limitation, levels of working capital and the components thereof), liabilities, reservesoperations, results of operations, earnings, business or operations prospects of the Medical Business; (b) any damage, destruction or loss (whether or not covered by insurance) that individually in an aggregate amount exceeding $25,000 affecting any asset or in property of the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the CompanyMedical Business; (bc) paidany obligation or liability (whether absolute, discharged accrued, contingent or satisfied otherwise and whether due or to become due) created or incurred, or any material liabilitytransaction, contract or commitment entered into, by the Medical Business other than the payment, discharge such items created or satisfaction of liabilities incurred in the ordinary course of business; (c) written off as uncollectible any receivable, except for write-offs in the ordinary course of business; (d) except in the ordinary course of business and consistent with past practice, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business Medical Business and consistent with past practice; (kd) hiredany payment, committed discharge or satisfaction of any claim, lien, encumbrance, liability or obligation by the Medical Business outside the ordinary course of the Medical Business (whether absolute, accrued, contingent or otherwise and whether due or to hire become due); (e) any license, sale, transfer, pledge, mortgage or terminated other disposition of any employee tangible or intangible asset of the Medical Business except in the ordinary course of businessthe Medical Business and consistent with past practice; (f) any write-off as uncollectible of any accounts receivable in connection with the Medical Business or any portion thereof in excess of $5,000 in the aggregate exclusive of all normal contractual adjustments from third party payors; (g) except for all normal contractual adjustments from third party payors, any account receivable in connection with the Medical Business in an amount greater than $10,000 which (i) has become delinquent in its payment by more than 90 days, (ii) has had asserted against it any claim, refusal to pay or right of set-off, (iii) an account debtor has refused to pay for any reason or with respect to which such account debtor has become insolvent or bankrupt or (iv) has been pledged to any third party; (h) any cancellation of any debts or claims of, or any amendment, termination or waiver of any rights of material value to, the Medical Business; (i) any general uniform increase in the compensation of employees of the Medical Group or the Medical Business (including, without limitation, any increase pursuant to any bonus, pension, profit-sharing, deferred compensation arrangement or other plan or commitment) or any increase in compensation payable to any officer, employee, consultant or agent thereof, or the entering into of any employment contract with any officer or employee, or the making of any loan to, or the engagement in any transaction with, any officer of the Medical Group or the Medical Business; (j) any change in the accounting methods or practices followed in connection with the Medical Business or any change in depreciation or amortization policies or rates theretofore adopted; (k) the termination of any partner and/or key employee of the Medical Group or the Medical Business listed on Annex A ("Medical Group Key Personnel"), or any expression of intention by any of the Medical Group Key Personnel to terminate such partnership status or employment with the Medical Group or the Medical Business; (l) declared, set aside any agreement or made commitment relating to the sale of any payments, dividends or other distributions to any Stockholder or material fixed assets of the Medical Business; (m) any other holder of capital stock transaction relating to the Medical Business other than in the ordinary course of the Company (except as expressly contemplated herein)Medical Business and consistent with past practice; or (mn) agreedany agreement or understanding, whether in writing or otherwise, for the Medical Business to take any action described of the actions specified in this Section 3.10items (a) through (m) above.

Absence of Changes. Except as permitted or contemplated by this Agreement, since March 31, 1997, the Company has conducted its business only in the ordinary course and has not: (a) suffered Since September 30, 2020 through the MSA Effective Date, there has not been any change result, occurrence, fact, change, event or changes in its working capitaleffect which, condition (financial or otherwise), assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or in the aggregate aggregate, has had or could would reasonably be expected to have a Material Adverse Effect on the Company;Effect. (b) paidExcept as set forth on Section 3.6(b) of the Disclosure Schedules, discharged or satisfied since September 30, 2020 through the MSA Effective Date, the Company has operated in the Ordinary Course of Business and without any material liabilitychange of policy or procedure, and the Company has not: (i) incurred or suffered any material loss, damage, destruction or other than casualty to any of the paymentassets, discharge properties or satisfaction of liabilities in rights used or held by the ordinary course of businessCompany (whether or not covered by insurance); (cii) written off as uncollectible mortgaged, pledged or subjected to any receivableLien any of the assets of the Company, except for write-offs in Permitted Liens and the ordinary course Liens listed on Section 3.7(a) of businessthe Disclosure Schedules; (diii) except entered into, terminated (other than at its stated expiration date), amended in the ordinary course of business and consistent with past practiceany material respect, cancelled suspended or compromised canceled any debts Material Contract or waived or permitted to lapse any claims or rights or Permit; (iv) sold, transferred or otherwise disposed of any assets or rights of its properties the Company, other than sales, transfers or assetsother dispositions made in the Ordinary Course of Business; (ev) (A) cancelled or waived any claim or right or (B) settled or compromised any claim under material Actions; (vi) incurred any material capital expenditures; (vii) entered into any commitment employment, retention, severance, consulting, or transaction not similar Contract with any Employee, or authorized or granted any increase in the ordinary course compensation or benefits of business any of the Employees (other than offer letters or similar agreements for Employees that is material are terminable by the Company at will or changes to the Company, taken as a whole, or made any capital expenditure or commitment Employee Benefit Plans in excess the Ordinary Course of $25,000;Business); or (fviii) made any change in any method of accounting or accounting practice, credit practicesincluding, collection policieswithout limitation, its practices in connection with the treatment of expenses, accounts receivable, accounts payable or payment policies; (g) except in the ordinary course valuations of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee except in the ordinary course of business; (l) declared, set aside or made any payments, dividends or other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein); or (m) agreed, whether in writing or otherwise, to take any action described in this Section 3.10inventory.

Absence of Changes. Except as permitted specifically provided for in this Agreement or contemplated by this Agreementspecifically set forth in Section 3.2(l) of the Disclosure Memorandum, since March December 31, 19972015: (i) there has been no change in any of Tidelands’ relationships with customers, the Company has conducted its business only employees, lessors or others, other than changes in the ordinary course and of business, none of which individually or in the aggregate has not:had, or which could reasonably be expected to have, a Material Adverse Effect; (aii) suffered any change there has been no damage, destruction or changes in its working capital, condition (financial or otherwise), loss to the assets, liabilitiesproperties or business of Tidelands, reserves, business or operations (whether or not covered by insurance) that individually , which has had, or in the aggregate has had or could which may reasonably be expected to have have, a Material Adverse Effect on the CompanyEffect; (biii) paidthe business of Tidelands has been operated in the ordinary course, discharged and not otherwise; (iv) the material properties and assets of Tidelands used in its business have been maintained in good order, repair and condition, ordinary wear and tear excepted; (v) the books, accounts and records of Tidelands have been maintained in the usual, regular and ordinary manner; (vi) there has been no declaration, setting aside or satisfied payment of any material liability, dividend or other distribution on or in respect of the capital stock of Tidelands other than in the paymentordinary course and consistent with past practices; (vii) there has been no increase in the compensation or in the rate of compensation or commissions payable or to become payable by Tidelands to any director or executive officer, discharge or satisfaction to any other employee earning $50,000 or more per annum, or any general increase in the compensation or in the rate of liabilities compensation payable or to become payable to employees of Tidelands earning less than $50,000 per annum (“general increase” for the purpose hereof meaning any increase generally applicable to a class or group of employees, but not including increases granted to individual employees for merit, length of service, change in position or responsibility or other reasons applicable to specific employees and not generally to a class or group thereof), or any increase in any payment of, or commitment to pay, any bonus, profit sharing, incentive, equity-based or other extraordinary compensation to any employee or any increase in the level of or amendment or modification to any employee benefits, or the adoption of new employee benefits for the benefit of any current or former employee, contractor or other service provider or their spouses, dependants or beneficiaries; (viii) there has been no change in the articles of incorporation or bylaws of Tidelands or Tidelands Bank; (ix) there has been no labor dispute, unfair labor practice charge or employment discrimination charge, nor, to the knowledge of Tidelands, any organizational effort by any union, or institution or threatened institution, of any effort, complaint or other proceeding in connection therewith, involving Tidelands, or affecting its operations; (x) there has been no issuance, sale, repurchase, acquisition, or redemption by Tidelands of any of its capital stock, bonds, notes, debt or other securities, and there has been no modification or amendment of the rights of the holders of any outstanding capital stock, bonds, notes, debt or other securities thereof; (xi) there have been no Liens or security interests (other than purchase money security interests arising in the ordinary course of business) created on or in (including without limitation, any deposit for security) any asset or assets of Tidelands or assumed by it with respect to any asset or assets; (xii) there has been no indebtedness or other liability or obligation (whether absolute, accrued, contingent or otherwise) incurred by Tidelands which would be required to be reflected on a balance sheet of Tidelands prepared as of the date hereof in accordance with GAAP, except as incurred in the ordinary course of business; (cxiii) written off as uncollectible any receivableno material obligation or liability of Tidelands has been discharged or satisfied, except for write-offs other than in the ordinary course of business; (dxiv) except in the ordinary course of business and consistent with past practicethere have been no sales, cancelled transfers or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed other dispositions of any asset or assets of its properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the CompanyTidelands, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee except than sales in the ordinary course of business;; and (lxv) declaredthere has been no amendment, set aside termination or made waiver of any paymentsright of Tidelands under any contract or agreement or governmental license, dividends permit or other distributions permission which has had, or could reasonably be expected to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein); or (m) agreedhave, whether in writing or otherwise, to take any action described in this Section 3.10a Material Adverse Effect.

Absence of Changes. Except as permitted or contemplated by this Agreementset forth on Schedule 3.7, since March 31the date of the Latest Company Balance Sheet, 1997, (i) there has not been any Company Material Adverse Effect and (ii) the business of the Company Group has been conducted its business only in the ordinary course and has notsubstantially consistent with past practices. Since the date of the Latest Company Balance Sheet, no member of the Company Group has: (a) suffered any change material damage, destruction or changes in its working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations loss (whether or not covered by insurance) that individually from fire or in the aggregate has had or could reasonably be expected other casualty to have a Material Adverse Effect on the Companyits tangible property; (b) paidrevalued any of their respective assets, discharged including writing off notes or satisfied any material liability, accounts receivable other than the payment, discharge or satisfaction of liabilities in the ordinary course of business; (c) written off as uncollectible any receivable, except for write-offs in the ordinary course of business; (d) except in the ordinary course of business and consistent with past practicein amounts that are not, cancelled individually or compromised any debts or waived or permitted in the aggregate, material to lapse any claims or rights or soldthe business of the Company Group, transferred or otherwise disposed of any of its properties or assetstaken as a whole; (ec) entered into made any commitment capital expenditures or transaction not commitments therefor involving amounts that exceed $3,000,000 in the aggregate, except for capital expenditures (A) incurred in the ordinary course of business that is material or (B) relating to the Company, taken as a whole, or made any capital expenditure or commitment completion of those projects in excess of $25,000progress set forth on Schedule 3.7(c); (fd) made any change in any method of accounting or accounting practicesold, credit practicesleased, collection policieslicensed, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected assigned or agreed to subject, transferred any of its tangible or intangible assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee except in the ordinary course of business; (le) declaredsuffered any extraordinary losses or canceled, set aside waived, compromised or released any rights or claims involving amounts that exceed $3,000,000 in the aggregate; (f) made any paymentsinvestment in or loan to any Person, dividends or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other distributions to equity interests, or split, combined, reclassified, repurchased or redeemed any Stockholder shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other holder of capital stock of the Company material reorganization; (j) changed its accounting principles, practices or methods except as expressly contemplated herein)required or permitted by Law or GAAP; or (mk) authorized, agreed, whether in writing resolved or otherwise, committed to take any action described in this Section 3.10of the foregoing.

Absence of Changes. Except as permitted Since the date of the Latest Balance Sheet, there has not been any transaction or contemplated by this Agreement, since March 31, 1997, the Company has conducted its business only occurrence in the ordinary course and has notwhich Seller has: (a) suffered any material adverse change or changes in its working capitalthe business, operations, condition (financial or otherwise), liabilities, assets, liabilitiesor earnings of Seller nor, reservesto Seller's knowledge, business or operations (whether or not covered by insurance) that individually or in the aggregate has there been any event which has had or could may reasonably be expected to have a Material Adverse Effect material adverse effect on any of the Companyforegoing, except for any impairments recorded as a result of the consummation of the transactions contemplated hereunder; (b) incurred any obligations or liabilities of any nature other than items incurred in the regular and ordinary course of business, consistent with past practice, or increased (or experienced any change in the assumptions underlying or the methods of calculating) any bad debt, contingency, or other reserve, other than in the ordinary course of business consistent with past practice; (c) paid, discharged discharged, or satisfied any material liabilityclaim, lien, encumbrance, obligation, or liability (whether absolute, accrued, contingent, and whether due or to become due), other than the payment, discharge discharge, or satisfaction of liabilities in the ordinary course of business; (c) written off as uncollectible any receivable, except for write-offs in the ordinary course of business; (d) except in the ordinary course of business consistent with past practice of claims, liens, encumbrances, obligations, or liabilities of the type reflected or reserved against in the Latest Balance Sheet or which were incurred since the date of the Latest Balance Sheet in the ordinary course of business consistent with past practice; (d) permitted, allowed, or suffered any of the Acquired Assets (real, personal or mixed, tangible, or intangible) to be subjected to any mortgage, pledge, lien, encumbrance, restriction, or charge of any kind; (e) written down or written up the value of any Inventory (including write-downs by reason of shrinkage or markdowns), except for write-downs and write-ups in the ordinary course of business consistent with past practice, cancelled or compromised none of which is material in amount; (f) canceled any debts or waived any claims or rights in excess of $5,000.00 individually or $10,000.00 in the aggregate; (g) disposed of or permitted to lapse any claims right to the use of any patent, trademark, assumed name, service xxxx, trade name, copyright, license, or rights application therefor or disposed of or disclosed to any person not authorized to have such information any trade secret, proprietary information, formula, process, or know-how not previously a matter of public knowledge or existing in the public domain; (h) except for the capital expenditure commitments described on SCHEDULE 5.8.3, made any significant capital expenditure, repair or commitment for additions to property, plant, equipment, intangible, or capital assets or for any other purpose, other than for emergency repairs or replacement; (i) sold, transferred transferred, or leased any Acquired Assets (real, personal or mixed, tangible or intangible) to, purchased, leased, licensed, or otherwise acquired any properties or assets which are included as Acquired Assets from (i) any partner, officer, employee, or director of Seller or any stockholder of the General Partner, (ii) any corporation or partnership in which any affiliate is an officer, director, or holder directly or indirectly of five percent (5%) or more of the outstanding equity or debt securities, or (iii) any person controlling, controlled by, or under common control with any such partner, stockholder, officer, director, or affiliate; (j) except as identified on SCHEDULE 5.8.1, entered into any collective bargaining or labor agreement (oral and legally binding or written), or experienced any organized slowdown, work interruption, strike, or work stoppage; (k) sold, transferred, or otherwise disposed of any of its properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) Acquired Assets except in the ordinary course of business consistent with past practice, ; (l) granted or incurred any liabilities obligation for any increase in the compensation of any officer or obligations employee of Seller (absoluteincluding, accrued without limitation, any increase pursuant to any bonus, pension, profit-sharing, retirement, or contingentother plan or commitment) except for raises to employees in the ordinary course of business consistent with past practice; (m) made any material change in any method of accounting or accounting principle, practice, or policy; (n) suffered any casualty loss or damage to the Acquired Assets in excess of $10,000 individually or $25,000 in the aggregateaggregate (whether or not insured against); (ho) mortgaged, pledged, subjected or agreed to subject, taken any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all action other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except than in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee except in the ordinary course of business; (l) declared, set aside or made any payments, dividends or other distributions to any Stockholder or any other holder of capital stock of the Company (practice except as expressly contemplated herein)provided for in this Agreement; or (mp) agreed, so as to legally bind Seller whether in writing or otherwise, to take any action described of the actions set forth in this Section 3.105.13 and not otherwise permitted by this Agreement.

Absence of Changes. Except as permitted or contemplated by this Agreementset forth on SCHEDULE 4.8, since March 31the Balance Sheet Date, 1997Sherman Oaks has, the Company has as applicable: (a) conducted its business only in xxx xxdinary course of business and consistently with its past practices; (b) not suffered any change, event or circumstance which has had, or could have, a Material Adverse Effect; (c) preserved its legal existence and retained its business organization intact; (d) maintained its relationships with all suppliers, trade creditors and trade debtors; (e) paid or satisfied all of its debts, liabilities or obligations as the same became due; (f) paid all compensation and other obligations to its employees when the same were due and payable; (g) timely made all applicable filings with Governmental Entities; (h) not mortgaged, pledged, subjected to Lien, charged, encumbered or granted a security interest in or to any of the Assets; (i) except as otherwise provided in this Agreement, not sold or transferred any of its assets except for sales of inventory in the ordinary course of business and has not:consistently with its past practices; (aj) not suffered any change damage, destruction or changes in its working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations loss (whether or not covered by insurance) that individually or in affecting the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the CompanyAssets; (bk) paid, discharged not cancelled any debts owing to it or satisfied otherwise granted or waived any material liability, other than the payment, discharge or satisfaction right of liabilities in the ordinary course of businesssubstantial value; (cl) written off as uncollectible not terminated or materially modified any receivablecontract, except for write-offs in the ordinary course lease, agreement or arrangement with any payor, vendor or supplier or received notice of businesstermination or become aware of any threat of termination with respect to any such contract, lease, agreement or arrangement; (dm) except in for the ordinary course of business and consistent with past practiceSherman Oaks Purchase Agreement, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment xxxxxxment for the acquisition of assets in excess of Fifty Thousand Dollars ($25,00050,000); (fn) not made or suffered any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policiesto its Governing Documents; (go) except not made or received any loans or advances to or from any Person, other than renewals or extensions of existing indebtedness and uses of lines of credit; (p) maintained its books and records in the ordinary course of business accordance with GAAP, consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregatepractices; (hq) mortgagednot incurred, pledged, subjected assumed or agreed to subject, guaranteed any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactionsIndebtedness; (ir) sold, redeemed, acquired or otherwise transferred not experienced any equity or other interest defections in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee except in the ordinary course of business; (l) declared, set aside or made any payments, dividends or other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein)its medical staff; or (ms) agreednot agreed or offered, whether in writing or otherwise, to take take, and neither any Seller Party nor its board of directors (or by any Person or group of Persons possessing and/or exercising similar authority with respect to such Seller Party) or Equity Constituents have authorized the taking of, any action described in this Section 3.10Sections 4.8(a) through 4.8(r) above.

Absence of Changes. Except as permitted or contemplated by this Agreementset forth on SCHEDULE 2.12, since March December 31, 19971996, the Company and each of its Subsidiaries has conducted its business only in the ordinary course course, and has notneither the Company nor any of its Subsidiaries has, except as set forth on SCHEDULE 2.12: (a) transferred, assigned, conveyed or liquidated any of its assets (with a net book value in excess of (pound)10,000) or entered into any transaction or incurred any liability or obligation which materially affected its assets, except in the ordinary course of business, consistent with past practice; (b) suffered any change or changes in its working capitalbusiness, operations, or financial condition (financial or otherwise), assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or in the aggregate has had or which could reasonably be expected to have a Material Adverse Effect on the Companythereon, or become aware of any event which will result in any such Material Adverse Effect; (bc) suffered any material destruction, damage or loss relating to its assets (whether or not covered by insurance); (d) suffered, permitted or incurred the imposition of any Encumbrance which might adversely affect the Company or any of its Subsidiaries (other than contractual retention of title prior to payment, mechanic's, materialmen's and similar liens arising in the ordinary course of business and purchase money security interests arising as a matter of law between the date of delivery and payment); (e) committed, suffered, permitted or incurred any default in any liability or obligation which, in the aggregate, has had or will have a Material Adverse Effect; (f) made or agreed to any change in the terms of any contract or instrument to which it is a party which will have a Material Adverse Effect; (g) waived, cancelled, sold or otherwise disposed of, for less than the face amount thereof, any claim or right which it has against others, except in the ordinary course of business, consistent with past practice; (h) declared, promised, set aside or made any distribution (within the meaning of Section 209 Income and Corporation Taxes Act 1988) to its shareholders (other than reasonable compensation for services actually rendered) or issued any additional shares of, or rights, options or calls with respect to, any of its shares, or redeemed, purchased or otherwise acquired any of its shares, or made any change whatsoever in its capital structure; (i) paid, discharged agreed to pay or satisfied incurred any material liabilityobligation for any payment for, any contribution or other amount to or with respect to, any employee benefit plan, or paid any bonus to, or granted any increase in the compensation (including but not limited to severance or termination pay) applicable to (x) any group or classification of employees, (y) any individual employee who is paid more than (pound)50,000 per year in the aggregate, or (z) any of its officers or directors; or made any increase in the pension, retirement or other benefits (other than the paymentsalary) of any of its directors, discharge officers or satisfaction of liabilities other employees, or entered into any employment, severance or termination agreement with any officer or director; (j) incurred any other material liability or obligation or entered into any transaction other than, in either case, in the ordinary course of business; (c) written off as uncollectible any receivable, except for write-offs in the ordinary course of business; (d) except in the ordinary course of business and consistent with past practice, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (fk) made any change in any method of accounting methods, principle or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee except in the ordinary course of business;; or (l) declared, set aside or made any payments, dividends or other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein); or (m) agreed, whether in writing or otherwise, agreed to take or taken any action described reasonably likely to cause any event or occurrence listed in this Section 3.10(a) - (k) above.

Absence of Changes. Except as permitted or contemplated by this Agreement, since March 31, 1997Since the Balance Sheet Date, the Company has and its Subsidiaries have in all material respects (1) conducted its business only the Business in the ordinary course consistent with past practices and (2) used commercially reasonable efforts to preserve intact their respective material relationships with Third Parties and to keep available the services of their respective present officers and key employees, and except as set forth in Schedule 4.6, neither the Company nor any of its Subsidiaries has not: (a) suffered amended its Governing Documents (other than any change amendments thereto delivered to Purchaser prior to the Execution Date); (b) sold, transferred or changes disposed of any of its Assets, including any right under any lease or Contract or any proprietary right or other intangible Asset, or terminated or relinquished any rights under any Contract (or series of related Contracts) related to its Assets or the Business, in each case having a value in excess of One Million Dollars ($1,000,000.00); (c) waived, released, canceled, settled or compromised any debt, Claim or right having a value in excess of One Million Dollars ($1,000,000.00); (d) except as may be required to meet the requirements of applicable Law or Accounting Principles, changed any accounting method or practice in a manner that is inconsistent with past practice in a way that would materially and adversely affect the Business, the Company or any of its working capitalSubsidiaries; (e) failed to maintain its limited liability company, condition partnership or corporate existence, as applicable, or consolidated with any other Person or acquired all or substantially all of the Assets of any other Person; (financial f) issued or otherwise)sold any Securities in itself; (g) liquidated, assetsdissolved, liabilitiesrecapitalized, reservesreorganized or otherwise wound up the Business; (h) purchased any Securities of any Person, business except for short-term investments made in the ordinary course of business; (i) experienced on or operations prior to the Execution Date any material Casualty Loss in excess of One Million Dollars ($1,000,000.00) (whether or not covered by insurance) that individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the Company; (b) paid, discharged or satisfied any material liability, other than the payment, discharge or satisfaction of liabilities in the ordinary course of business; (c) written off as uncollectible any receivable, except for write-offs in the ordinary course of business; (d) except in the ordinary course of business and consistent with past practice, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim Assets; or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased agreed or committed to do any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee except in the ordinary course of business; (l) declared, set aside or made any payments, dividends or other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein); or (m) agreed, whether in writing or otherwise, to take any action described in this Section 3.10foregoing.

Absence of Changes. Except as permitted or contemplated by this Agreement, since March 31, 1997, the Company has conducted its business only in the ordinary course and has not: (a) suffered any change or changes in its working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the Company; (b) paid, discharged or satisfied any material liability, other than the payment, discharge or satisfaction of liabilities in the ordinary course of business; (c) written off as uncollectible any receivable, except for write-offs in the ordinary course of business; (d) except in the ordinary course of business and consistent with past practice, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, payable for mechanics, landlords, materialmenmaterialsmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee except in the ordinary course of business; (l) declared, set aside or made any payments, dividends or other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein); or (m) agreed, whether in writing or otherwise, to take any action described in this Section 3.10.

Absence of Changes. Except as permitted or contemplated by this Agreementand to the extent set forth on Schedule 2.17, since March 31, June 30 1997, the Company there has conducted its business only in the ordinary course and has not: (a) suffered not been any Material Adverse Effect or any change or changes in its working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or in the aggregate has had or occurrence which could reasonably be expected to have a Material Adverse Effect on Effect. Without limiting the Companyforegoing, except as and to the extent set forth in Schedule 2.17 or pursuant to the transactions set forth in Article I or the covenants set forth in Article V, since June 30, 1997 to the date of this Agreement, neither the Company nor any Subsidiary has: (a) Increased, or experienced any change in any assumptions underlying or methods of calculating, any bad debt, contingency, tax or other reserves or changed its accounting practices, methods or assumptions (including changes in estimates or valuation methods); (b) paid, discharged Changed the manner or satisfied any material liability, other than the payment, discharge timing of collecting accounts receivable or satisfaction of liabilities in the ordinary course of businesssatisfying accounts payable; (c) written off as uncollectible Entered into any receivablelease or sublease of real property or assignment of any leasehold estate or exercised any purchase options or rights of first refusal contained in any of the Leases, except for write-offs in or terminated, surrendered, cancelled or assigned any of its properties demised under the ordinary course of businessLeases, or any part thereof; (d) Permitted or allowed any of its Owned Real Property or Leased Real Property, or assets (real, personal or mixed, tangible or intangible) to be subjected to any Lien, except for Permitted Exceptions; (e) Executed or consummated any contract or agreement for the purchase or sale of any real property or otherwise purchased or conveyed any real property or any interest therein; (f) Written down the value of any assets except in accordance with the ordinary course of business and consistent Company's historical depreciation policy as reflected in the Audited Financial Statements, consistently applied in accordance with past practice, cancelled practice (including write-downs by reason of shrinkage or compromised xxxx-down); (g) Cancelled any debts or waived or permitted to lapse any claims or rights or soldinvolving more than $50,000; (h) Sold, transferred transferred, or otherwise disposed of any of its Owned Real Property, or any interest therein, or its other properties or assets; assets (ereal, personal or mixed, tangible or intangible), except for (i) entered into any commitment inventory (and dispositions of used equipment previously held for rental or transaction not for use in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f's subcontracting businesses) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred any liabilities (ii) dispositions of excess, unnecessary or obligations obsolete furniture, fixtures and equipment which are not material in the aggregate, or (absolute, accrued or contingentiii) in excess asset dispositions for consideration of less than $10,000 individually or $25,000 100,000 in the aggregate; (hi) mortgaged, pledged, subjected Granted any increase in the compensation of officers or agreed to subject, employees (including any of its assets, tangible or intangible, such increase pursuant to any claim bonus, pension, profit sharing or Encumbranceother plan or commitment) or any increases in the compensation payable or to become payable to any officer or employee, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests normal increases granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and consistent with past practicepractices, or entered into or amended any employment, consulting or similar agreement or made any agreement or commitment to pay any severance or similar compensation; (j) Made any single capital expenditure or commitment in excess of $50,000 for additions to property, plant, equipment or intangible capital assets or made aggregate capital expenditures and commitments in excess of $100,000 for additions to property, plant, equipment or intangible capital assets; (k) hiredMade any distribution, committed in cash or otherwise, to hire any Seller (except for payments of salaries and bonuses to officers and employees consistent with the terms of existing employment agreements or terminated arrangements and past practice and loans or payments prior to June 30, 1998 in respect of vesting of restricted stock in 1997 and the exercise of options), or declared, paid or set aside for payment any employee except dividend or other distribution in respect of its capital stock or redeemed, purchased or otherwise acquired, or offered, sold or issued, directly or indirectly, any shares of capital stock or other securities of the ordinary course Company (including options, warrants or rights to acquire securities), or merged or consolidated with any person or effected any share exchange, reclassification or subdivision of businessany of its capital stock or adopted any plan of liquidation or dissolution or other reorganization, or acquired the stock, assets or business of any other person; (l) declaredPaid, set aside distributed, loaned or made advanced any paymentsamount to, dividends or other distributions to sold, transferred or leased any Stockholder properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement or arrangement with any Seller, any affiliate of a Seller, officers or directors of either the Company or any other holder Subsidiary, or any affiliate or "associate" (as defined in Rule 405 under the Securities Act) of capital stock any officers or directors of either the Company or any Subsidiary (except as expressly contemplated hereinin each case for payments of salaries and bonuses to officers and employees consistent with the terms of existing employment agreements or arrangements and past practice and loans or payments prior to June 30, 1998 in respect of vesting of restricted stock in 1997 and the exercise of options); (m) Made or revoked any election for Tax purposes (or had any election made or revoked on its behalf) or changed a method of accounting for Tax purposes; or (mn) agreedAgreed, whether in writing or otherwise, to take any action described in this Section 3.10Section.

Absence of Changes. Except as permitted or contemplated by this Agreement, since March Since December 31, 19971999, except as set forth in Schedule 4.19, none of the Company following has conducted its business only in occurred with respect to the ordinary course and has notBusiness: (a) suffered any change or changes in its working capital, condition (financial or otherwiseexcept as contemplated by Section 6.03(a)(i)(B), assetsany increase in, liabilitiesor any commitment or promise to increase, reserves, business or operations (whether or not covered by insurance) that individually or other than ordinary and customary bonuses and salary increases for Employees at the times and in the aggregate has had amounts consistent with its past practice, (i) the rates of cash compensation or could reasonably be expected to (ii) except as would not have a Material Adverse Effect on HBI or as required by applicable laws, any increase in the Companyamounts or other benefits paid or payable under any Plans; (b) paidany distribution, discharged sale or satisfied transfer of, or any material liabilitycommitment to distribute, sell or transfer, assets of HBI or any HBI Subsidiary of any kind that singly is, or in the aggregate are, Material to the Business, other than the paymentdistributions, discharge sales or satisfaction of liabilities transfers in the ordinary course of businessits business and consistent with its past practices; (c) written off as uncollectible any receivablecancellation, except for write-offs or agreement to cancel, any Indebtedness, obligation or other liability owing to HBI or its Subsidiaries, including any Indebtedness, obligation or other liability of any Affiliate, provided that HBI and its Subsidiaries may negotiate and adjust bills and invoices in the ordinary course of business; (d) except good-faith disputes with customers in the ordinary course of business and consistent with past practice, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and manner consistent with past practice; (kd) hiredany plan, committed agreement or arrangement granting any preferential rights to hire purchase or terminated acquire any employee except interest in any of the Material assets of HBI or any of its Subsidiaries or requiring the consent of any Person to the transfer and assignment of any such asset; (e) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of businessoperating the Business consistent with its past practices; (lf) declaredany waiver of any of HBI's or its Subsidiaries' rights or claims that singly is, set aside or made in the aggregate are, Material to the Business; (g) any payments, dividends or other distributions to any Stockholder transaction by HBI or any other holder of capital stock its Subsidiaries outside the ordinary course of operating the Business or not consistent with the past practices of the Company Business; (except as expressly contemplated herein)h) any incurrence by HBI or any of its Subsidiaries of any Indebtedness or any Guaranty not constituting Indebtedness, or of any commitment to incur any Indebtedness or any such Guaranty; or (mi) agreed, whether in writing any cancellation or otherwise, to take any action described in this Section 3.10termination of a Material Contract of the Business.

Absence of Changes. Except as permitted or contemplated by this AgreementSince the date of the Most Recent Balance Sheet, since March 31, 1997except for entering into the Inter-Company Agreements, the Company has conducted its business only in the ordinary course consistent with past practice, and to the Company's knowledge there has notnot been: (a) suffered any material change or changes in its working capital, condition (the financial or otherwise)other condition, properties, assets, liabilities, reservesbusiness, business prospects or operations (of the Company, which change by itself or in conjunction with all other such changes, whether or not covered by insurance) that individually or arising in the aggregate ordinary course of business, has had or could reasonably be expected to have a Material Adverse Effect on Effect; (b) any material contingent liability incurred by the Company as guarantor or otherwise with respect to the obligations of others or any cancellation of any debt or claim owing to, or waiver of any material right of, the Company; (bc) paid, discharged or satisfied any material liabilitymortgage, encumbrance or lien placed on any of the properties of the Company which remains in existence on the date hereof or will remain on the Closing Date; (d) any obligation or liability of any nature, whether accrued, absolute or contingent, incurred by the Company other than obligations and liabilities incurred in the paymentordinary course of business or incurred as a result of or arising out of the transactions contemplated by this Agreement; (e) any purchase, discharge sale or satisfaction other disposition, or any agreement or other arrangement for the purchase, sale or other disposition, of liabilities any properties or assets of the Company other than in the ordinary course of business; (cf) written off as uncollectible any receivabledamage, destruction or loss, whether or not covered by insurance, which has had or could reasonably expected to have a Material Adverse Effect; (g) any declaration, setting aside or payment of any dividend by the Company, or the making of any other distribution in respect of the capital stock of the Company, or any direct or indirect redemption, purchase or other acquisition by the Company of its own capital stock; (h) any labor trouble or claim of unfair labor practices involving the Company; any material change in the compensation payable or to become payable by the Company to any of its officers, employees, agents or independent contractors; or any bonus payment or arrangement made to or with any of such officers, employees, agents or independent contractors, other than normal merit increases in accordance with its usual practices; (i) any material change in the officers or management of the Company; (j) any payment or discharge of any lien or liability of the Company which was not shown on the Base Balance Sheet or incurred in the ordinary course of business thereafter; (k) any obligation or liability incurred by the Company to any of its officers, directors, stockholders or employees, or any loans or advances made by the Company to any of its officers, directors, stockholders or employees, except for write-offs normal compensation and expense allowances payable to officers or employees; (l) any material change in accounting methods or practices, credit practices or collection policies of the Company; (m) any other material transaction entered into by the Company other than transactions in the ordinary course of business; (dn) except in the ordinary course of business and consistent with past practice, cancelled any event or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed condition of any of its properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Companynature, taken as a wholewhich, or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 either individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected has had or agreed could reasonably be expected to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee except in the ordinary course of business; (l) declared, set aside or made any payments, dividends or other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein)have a Material Adverse Effect; or (mo) agreed, any agreement or understanding whether in writing or otherwise, for the Company to take any action described of the actions specified in paragraphs (a) through (m) of this Section 3.102.19.

Absence of Changes. Except as permitted or contemplated by this AgreementSince September 1, since March 31, 19971999, the Company Purchased Business has conducted its business only been carried on in the ordinary and normal course and consistent with the Seller's past business practice and, except as set forth in the Financial Statements or as described in Schedule 13 there has notnot been: (a) suffered any material adverse change or changes in its working capital, the condition (financial or otherwise), assets, liabilitiesLiabilities, reservesoperations, earnings, business or operations prospects of the Purchased Business; (b) any damage, destruction or loss (whether or not covered by insurance) that individually affecting Purchased Assets having a value in excess of $100,000 in each instance or $200,000 in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the Company; (b) paid, discharged or satisfied any material liability, other than the payment, discharge or satisfaction of liabilities in the ordinary course of businessaggregate; (c) written off as uncollectible any receivableLiability or Contract incurred or entered into by the Seller in connection with the Purchased Business, except for write-offs other than those incurred or entered into in the ordinary and normal course of businessthe Purchased Business and consistent with the Seller's past business practice; (d) except in any labour trouble adversely affecting the ordinary course of business and consistent with past practice, cancelled Purchased Business or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assetsthe Purchased Assets; (e) entered into any commitment sale, assignment, transfer, licenses, disposition, pledge, mortgage or transaction not in the ordinary course granting of business that is material to the Company, taken as a whole, security interest or made other Encumbrance on or over any capital expenditure or commitment in excess of $25,000Purchased Assets; (f) made any change write-down or write-off of any inventory, accounts or notes receivable or any portion thereof relating to the Purchased Business in any method of accounting amounts exceeding $50,000 in each instance or accounting practice, credit practices, collection policies, or payment policies$100,000 in the aggregate; (g) except any amendment, termination or waiver of any rights of value to the Purchased Business in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) amounts exceeding $100,000 in excess of $10,000 individually each instance or $25,000 200,000 in the aggregate; (h) mortgaged, pledged, subjected any capital expenditures or agreed commitments relating to subject, any the Purchased Business or Purchased Assets in excess of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted $200,000 in similar transactionsthe aggregate; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest change in itselfthe maintenance procedures followed by the Seller; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except change in the ordinary course of business and consistent with past practice;accounting or tax practices followed by the Seller; or (k) hired, committed to hire or terminated any employee except change in the ordinary course of business; (l) declaredcredit terms offered to customers of, set aside or made any paymentsby suppliers to, dividends or other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein); or (m) agreed, whether in writing or otherwise, to take any action described in this Section 3.10Purchased Business.

Absence of Changes. Except as permitted or contemplated by this Agreementset forth on Schedule 3.7, since March 31the date of the Latest Company Balance Sheet, 1997, the (i) there has not been any Company Material Adverse Effect and (ii) each Group Company has conducted its business only in the ordinary course and has notsubstantially consistent with past practices. Since the date of the Latest Company Balance Sheet, no Group Company has: (a) suffered any change material damage, destruction or changes in its working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations loss (whether or not covered by insurance) that individually from fire or in the aggregate has had or could reasonably be expected other casualty to have a Material Adverse Effect on the Companyits tangible property; (b) paidrevalued any of their respective assets, discharged including writing off notes or satisfied any material liability, accounts receivable other than the payment, discharge or satisfaction of liabilities in the ordinary course of business; (c) written off as uncollectible any receivable, except for write-offs in the ordinary course of business; (d) except in the ordinary course of business and consistent with past practicein amounts that are not, cancelled individually or compromised any debts or waived or permitted in the aggregate, material to lapse any claims or rights or soldthe business of the Group Companies, transferred or otherwise disposed of any of its properties or assetstaken as a whole; (ec) entered into made any commitment capital expenditures or transaction not commitments therefor involving amounts that exceed $500,000 in the aggregate, except for capital expenditures (A) incurred in the ordinary course of business that is material or (B) relating to the Company, taken as a whole, or made any capital expenditure or commitment completion of those projects in excess of $25,000progress set forth on Schedule 3.7(c); (fd) made any change in any method of accounting or accounting practicesold, credit practicesleased, collection policieslicensed, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected assigned or agreed to subject, transferred any of its tangible or intangible assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee except in the ordinary course of business; (le) declaredsuffered any extraordinary losses or canceled, set aside waived, compromised or released any rights or claims involving amounts that exceed $500,000 in the aggregate; (f) made any paymentsinvestment in or loan to any Person, dividends or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other distributions to equity interests, or split, combined, reclassified, repurchased or redeemed any Stockholder shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other holder of capital stock of the Company material reorganization; (j) changed its accounting principles, practices or methods except as expressly contemplated herein)required or permitted by Law or GAAP; or (mk) authorized, agreed, whether in writing resolved or otherwise, committed to take any action described in this Section 3.10of the foregoing.

Absence of Changes. Except as permitted or contemplated by this AgreementSince January 1, since March 312010, 1997, the Company (i) Seller has conducted its business the Aviation Business only in the ordinary course and has not: consistent with past practice, (aii) suffered to the Knowledge of Seller, there have not been any change developments or changes in its working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or in the aggregate has events which have had or could reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect material adverse effect on the Company; Business, Assets, operations, condition (bfinancial or otherwise) paidor liabilities (including in respect of environmental matters) of Seller, discharged or satisfied the ability of Seller to perform its obligations and to consummate the transactions under this Agreement, (iii) Seller has not, except as contemplated by this Agreement, (A) incurred any material liabilityEncumbrance upon any of the Assets or entered into any commitment to do so, (B) incurred any indebtedness other than the payment, discharge or satisfaction of liabilities in the ordinary course of business; , (cC) written off as uncollectible guaranteed, assumed or refinanced any receivableindebtedness (other than forbearance agreements and amendments to credit facilities with Wxxxx Fargo and the DIP Credit Agreement), except for write-offs (D) changed any of the accounting or tax principles, practices or methods used by it unless required by changes in applicable tax laws, (E) changed the ordinary course of business; (d) except in the ordinary course of business and consistent with past practice, cancelled compensation or compromised any debts benefits payable or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of become payable to any of its properties employees, agents or assets; consultants, (eF) entered into, or extended or amended the terms of, any employment or consulting or similar agreements with, or otherwise hired or engaged any, officers, employees or consultants, (G) entered into any commitment collective bargaining agreement, (viii) entered into, amended, renewed or transaction not in permitted the ordinary course automatic renewal of, or terminated or waived any right under, any Aviation Contract, (H) failed to preserve the goodwill of suppliers, customers and others having business that is material to the Companyrelations with any of them, taken as a whole, or (I) agreed or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, do any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee except in the ordinary course of business; (l) declared, set aside or made any payments, dividends or other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein); or (m) agreed, whether in writing or otherwise, to take any action described in this Section 3.10foregoing.

Absence of Changes. Except as permitted specifically provided for in this Agreement or contemplated by this Agreementspecifically set forth in Section 2.15 of the Disclosure Schedule, since March December 31, 1997, the Company has conducted its business only in the ordinary course and has not2016: (a) suffered there has been no change in any change of Atlantic’s or any of its Subsidiaries’ relationships with customers, employees, lessors or others, other than changes in its working capitalthe ordinary course of business, condition none of which individually or in the aggregate has had, or which would reasonably be expected to have, a Material Adverse Effect; (financial b) there has been no damage, destruction or otherwise), loss to the assets, liabilitiesproperties or business of Atlantic or any of its Subsidiaries, reserves, business or operations (whether or not covered by insurance) that individually , which has had, or in the aggregate has had or could which would reasonably be expected to have have, a Material Adverse Effect on the Company; (b) paid, discharged or satisfied any material liability, other than the payment, discharge or satisfaction of liabilities in the ordinary course of businessEffect; (c) written off as uncollectible any receivable, except for write-offs the businesses of Atlantic and its Subsidiaries have been operated in the ordinary course of businesscourse; (d) the material properties and assets of Atlantic and its Subsidiaries used in their businesses have been maintained in good order, repair and condition, ordinary wear and tear excepted, except in such instances, individually or in the ordinary course of business and consistent with past practiceaggregate, cancelled or compromised any debts or waived or permitted which would not have, nor which would reasonably be expected to lapse any claims or rights or soldhave, transferred or otherwise disposed of any of its properties or assetsa Material Adverse Effect; (e) entered into any commitment or transaction not in the ordinary course books, accounts and records of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, any of Atlantic and its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except Subsidiaries have been maintained in the ordinary course of business and consistent with past practice; (f) there has been no declaration, setting aside or payment of any dividend or other distribution on or in respect of the capital stock of Atlantic or any of its Subsidiaries other than in the ordinary course of business and consistent with past practice; (g) there has been no increase in any payment of or commitment to pay any bonus, profit sharing or other extraordinary compensation to any employee, officer, director or other service provider or any of their spouses, dependents or beneficiaries or any increase in the level of wages, salaries, bonus opportunities or employee benefits, or the adoption of new employee benefits to any employee, officer, director or other service provider or any of their spouses, dependents or beneficiaries; (h) there has been no change in the articles of incorporation or bylaws of Atlantic or the comparable governing documents of any of its Subsidiaries; (i) there has been no labor dispute, unfair labor practice charge or employment discrimination charge or, to the knowledge of Atlantic, any organizational effort by any union, or institution or threatened institution, of any effort, complaint or other proceeding in connection therewith, involving Atlantic or any of its Subsidiaries or affecting their operations; (j) there has been no issuance, sale, repurchase, acquisition or redemption by Atlantic or any of its Subsidiaries of any of its respective capital stock, bonds, notes, debt or other securities, or the issuance, sale, repurchase, acquisition or redemption by Atlantic or any of its Subsidiaries of any outstanding rights to acquire any of its respective capital stock, bonds, notes, debt or other securities, and there has been no modification or amendment of the rights of the holders of any outstanding capital stock, bonds, notes, debt or other securities thereof or of any outstanding rights to acquire any of its capital stock, bonds, notes, debt or other securities; (k) hired, committed to hire there have been no Liens or terminated any employee except security interests (other than purchase money security interests arising in the ordinary course of business) created on or in (including any deposit for security) any asset or assets of Atlantic or any of its Subsidiaries or assumed by Atlantic or any of its Subsidiaries with respect to any asset or assets; (l) declared, set aside or made any payments, dividends there has been no indebtedness or other distributions to any Stockholder liability or obligation (whether absolute, accrued, contingent or otherwise) incurred by Atlantic or any other holder of capital stock its Subsidiaries which would be required to be reflected on a balance sheet of Atlantic prepared as of the Company (date hereof in accordance with GAAP, except as expressly contemplated herein); orincurred in the ordinary course of business and consistent with past practice; (m) agreedno material obligation or liability of Atlantic or any of its Subsidiaries has been discharged or satisfied, whether other than in writing the ordinary course of business and consistent with past practice; (n) there have been no sales, transfers or otherwiseother dispositions of any material asset or assets of Atlantic or any of its Subsidiaries, other than sales in the ordinary course of business and consistent with past practice; and (o) there has been no amendment, termination or waiver of any right of Atlantic or any of its Subsidiaries under any contract or agreement or governmental license, permit or permission which has had, or would reasonably be expected to take any action described in this Section 3.10have, a Material Adverse Effect.

Absence of Changes. Except as permitted or contemplated by this AgreementSince March 30, since March 31, 19972005, the Company has conducted its business only in the ordinary course consistent with prior practice as modified by the LOI, except as otherwise set forth in this Agreement, and has not: (ai) suffered incurred any change obligation or changes in its working capitalliability, condition (financial absolute, accrued, contingent or otherwise), assets, liabilities, reserves, business whether due or operations (whether or not covered by insurance) that individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the Company; (b) paid, discharged or satisfied any material liability, other than the payment, discharge or satisfaction of liabilities in the ordinary course of business; (c) written off as uncollectible any receivablebecome due, except (i) the Indebtedness and any interest thereon, and (ii) current liabilities for write-offs in the ordinary course of business; (d) except trade or business obligations incurred in the ordinary course of business and consistent with past prior practice, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (eii) entered into discharged or satisfied any commitment Lien other than those then required to be discharged or transaction not 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 Financial Statements and current liabilities incurred since the date thereof in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000consistent with prior practice; (fiii) made mortgaged, pledged or subjected to Lien, any change in any method of accounting property or accounting practiceassets, credit practices, collection policies, tangible or payment policiesintangible; (giv) sold, transferred, leased to others, or otherwise disposed of any assets, except in the ordinary course of business consistent with past prior practice, incurred or canceled or compromised any liabilities debt or obligations claim, or waived or released any right of substantial value; (absolutev) received any notice of termination of any Material Contract or suffered any damage, accrued destruction, or contingentloss (whether or not covered by insurance) in excess of $10,000 individually or $25,000 in the aggregate10,000; (hvi) mortgagedmade any material change in the rate of compensation, pledgedcommission, subjected bonus, or other direct or indirect remuneration payable, or paid or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe, or severance benefit or vacation pay, to or in respect of any director, officer, employee, consultant, Affiliate, or agent of Sonoran; (vii) instituted, settled, or agreed to subjectsettle any litigation, action, or proceeding before any court or Governmental Authority, however Purchaser is aware of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes claims Seller has against various governmental entities that have not yet due been filed and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactionsthose set forth on Schedule 3.1.9; (iviii) soldentered into any transaction, redeemedcontract, acquired or otherwise transferred any equity or commitment other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except than in the ordinary course of business or paid or agreed to pay any legal, accounting, brokerage, finder’s fee, Taxes or other expenses in connection with, or incurred any severance pay obligations by reason of, this Agreement or the transactions contemplated hereby, other than such fees or other expenses or Taxes which are payable solely by Seller and consistent with past practiceas to which neither Sonoran nor Acquirer will have any liability or obligation; (kix) hired, committed to hire or terminated written up the carrying value of any employee except in the ordinary course of businessSonoran’s assets; (lx) declaredsuffered any material loss of customers or received any notice of any pending material loss of customers; (xi) entered into or assumed any obligations under any material employment, set aside compensation or consulting agreement or any collective bargaining agreement with any Person or group, or modified or amended in any material respect the terms of any such existing agreement; (xii) materially amended, modified, or terminated, or agreed to amend, modify, or terminate, any existing Material Contract; (xiii) amended its articles of organization or other constituent company documents; (xiv) made any paymentschange or modification in Sonoran’s accounting practices, dividends policies, or other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein); or (m) agreed, whether in writing or otherwise, to take any action described in this Section 3.10procedures.

Absence of Changes. Except as permitted or contemplated by this Agreement, since March (a) Since August 31, 19972004, (i) the Company RMUSA Business has conducted its business only been operated in the ordinary course in a manner consistent with past practice and (ii) there has not: (a) suffered any change not been a change, event, development or changes in its working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations (whether or not covered by insurance) circumstance that individually or in the aggregate has had or could would reasonably be expected to have a RMUSA Material Adverse Effect, but for purposes of this Section 8.11(a), with respect to clause (i) of the definition of RMUSA Material Adverse Effect on shall exclude any change or development involving (w) a prospective change arising out of any proposed or adopted legislation, or any other proposal or enactment by any governmental, regulatory or administrative authority, (x) general conditions applicable to the Company;economy of the United States, including changes in interest rates, (y) conditions or effects resulting from the announcement of the existence and terms of this Agreement, or (z) conditions or factors affecting the industry in the United States in which the RMUSA Business operates, taken as a whole; provided, with respect to clauses (w) or (x) above, that such change, event, development or circumstance does not affect the RMUSA Business to a materially greater extent than other participants in the industry in the United States in which the RMUSA Business operates generally. (b) paidWithout limiting the foregoing, discharged since August 31, 2004, neither RMUSA nor any of its Affiliates has with respect to the RMUSA Business: (i) granted or satisfied committed to grant any material liabilitybonus, commission, or other than form of incentive compensation or increased or committed to increase the paymentcompensation, discharge fees or satisfaction pension, welfare, fringe or other benefits provided or payable to or in respect of liabilities any employees of the RMUSA Business, except for customary bonuses and regular salary increases made in the ordinary course of business, consistent with past practices, or granted any severance or termination pay; (c) written off as uncollectible any receivable, except for write-offs in the ordinary course of business; (dii) except in the ordinary course course, written off any accounts receivable without adequate consideration; (iii) made any material change in any method of business and consistent with past accounting (for book or Tax purposes) or accounting practice; (iv) purchased or otherwise acquired, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, leased, transferred or otherwise disposed of any of its material properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee assets of the CompanyRMUSA Business, except in the ordinary course of business and business, consistent with past practicepractices; (kv) hiredentered into any leases with respect to the RMUSA Real Property; (vi) terminated or amended any Material RMUSA Contract; (vii) entered into, committed terminated or amended any Contracts or other agreements with respect to hire or terminated any employee intellectual property rights, except in the ordinary course of business; (lviii) declaredsuffered any material damage or material loss to the assets of the RMUSA Business; (ix) permitted or suffered any material Lien on any RMUSA Asset, set aside other than Permitted Encumbrances; (x) commenced or made initiated any paymentslawsuit, dividends action or other distributions proceeding with respect to the RMUSA Business or RMUSA Assets, except in the ordinary course of business; (xi) incurred any indebtedness, material liability or obligation (whether absolute, accrued, contingent or otherwise) with respect to the RMUSA Business, except in the ordinary course of business, consistent with past practices; (xii) waived, abandoned or otherwise disposed of any material rights in or to any Stockholder or any other holder of capital stock of intangible property related to the Company (except as expressly contemplated herein)RMUSA Business; or (mxiii) agreed, agreed (whether or not in writing or otherwise, writing) to take do any action described in this Section 3.10of the foregoing.

Absence of Changes. Except as permitted or contemplated by this Agreementset forth on Schedule 6.6, since March 31, 1997the Balance Sheet Date, the Company Medical Business has conducted its business only been operated in the ordinary course and consistent with past practice and there has notnot been: (a) suffered any material adverse change or changes in its working capital, the condition (financial or otherwise), assetsassets (including, without limitation, levels of working capital and the components thereof), liabilities, reservesoperations, results of operations, earnings, business or operations prospects of the Medical Business; (b) any damage, destruction or loss (whether or not covered by insurance) that individually in an aggregate amount exceeding $25,000 affecting any asset or in property of the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the CompanyMedical Business; (bc) paidany obligation or liability (whether absolute, discharged accrued, contingent or satisfied otherwise and whether due or to become due) created or incurred, or any material liabilitytransaction, contract or commitment entered into, by the Medical Business other than the payment, discharge such items created or satisfaction of liabilities incurred in the ordinary course of business; (c) written off as uncollectible any receivable, except for write-offs in the ordinary course of business; (d) except in the ordinary course of business and consistent with past practice, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business Medical Business and consistent with past practice; (kd) hiredany payment, committed discharge or satisfaction of any claim, lien, encumbrance, liability or obligation by the Medical Business outside the ordinary course of the Medical Business (whether absolute, accrued, contingent or otherwise and whether due or to hire become due); (e) any license, sale, transfer, pledge, mortgage or terminated other disposition of any employee tangible or intangible asset of the Medical Business except in the ordinary course of the Medical Business and consistent with past practice; (f) any write-off as uncollectible of any accounts receivable in connection with the Medical Business or any portion thereof in excess of $5,000 in the aggregate exclusive of all normal contractual adjustments from third party payors; (g) except for all normal contractual adjustments from third party payers, any account receivable in connection with the Medical Business in an amount greater than $10,000 which (i) has become delinquent in its payment by more than 90 days, (ii) has had asserted against it any claim, refusal to pay or right of set-off, (iii) an account debtor has refused to pay for any reason or with respect to which such account debtor has become insolvent or bankrupt or (iv) has been pledged to any third party; (h) any cancellation of any debts or claims of, or any amendment, termination or waiver of any rights of material value to, the Medical Business; (i) except for merit review increases in the ordinary course of business, any general uniform increase in the compensation of employees of the Medical Group or the Medical Business (including, without limitation, any increase pursuant to any bonus, pension, profit-sharing, deferred compensation arrangement or other plan or commitment) or any increase in compensation payable to any officer, employee, consultant or agent thereof, or the entering into of any employment contract with any officer or employee, or the making of any loan to, or the engagement in any transaction with, any officer of the Medical Group or the Medical Business; (j) any change in the accounting methods or practices followed in connection with the Medical Business or any change in depreciation or amortization policies or rates theretofore adopted; (k) any agreement or commitment relating to the sale of any material fixed assets of the Medical Business; (l) declared, set aside or made any payments, dividends or other distributions to any Stockholder or any other holder of capital stock transaction relating to the Medical Business other than in the ordinary course of the Company (except as expressly contemplated herein)Medical Business and consistent with past practice; or (m) agreedany agreement or understanding, whether in writing or otherwise, for the Medical Business to take any action described of the actions specified in this Section 3.10items (a) through (l) above.

Absence of Changes. Except as permitted or contemplated by this Agreement, since March 31, 1997, the Company has conducted its business only in the ordinary course and has not: (a) suffered any change or changes in its working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the Company; (b) paid, discharged or satisfied any material liability, other than the payment, discharge or satisfaction of liabilities in the ordinary course of business; (c) written off as uncollectible any receivable, except for write-offs in the ordinary course of business; (d) except in the ordinary course of business and consistent with past practice, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee except in the ordinary course of business; (l) declared, set aside or made any payments, dividends or other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein); or (m) agreed, whether in writing or otherwise, to take any action described in this Section 3.10.

Absence of Changes. (a) Except as permitted or contemplated by set forth in Section 4.22(a) of the Sellers Disclosure Schedule, from June 30, 2011 through the date of this Agreement, since March 31there has not occurred any change, 1997event, the Company has conducted its business only in the ordinary course and has not: (a) suffered any change occurrence, circumstance or changes in its working capitaleffect that, condition (financial or otherwise), assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or in the aggregate with all other such changes, events, occurrences, circumstances or effects, has had or could would reasonably be expected to have a any Material Adverse Effect on either of the Company;Target Companies. (b) paidExcept as set forth in Section 4.22(b) of the Sellers Disclosure Schedule, discharged or satisfied any material liabilitysince June 30, other than 2011, the payment, discharge or satisfaction of liabilities Target Companies and their Subsidiaries have conducted their business and operated their properties in the ordinary course Ordinary Course of business;Business. Without limiting the generality of the foregoing, except as set forth in Section 4.22(b) of the Sellers Disclosure Schedule, since June 30, 2011, neither of the Target Companies or any of their Subsidiaries (and (i) with respect to Section 4.22(b)(xvii), none of the Taxpayers and (ii) with respect to Section 4.22(b)(iv) and (v) none of Seller nor any of its Subsidiaries) has: (ci) written off as uncollectible any receivablesold, except for write-offs in the ordinary course of business; (d) except in the ordinary course of business and consistent with past practiceleased, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or soldassigned, conveyed, transferred or otherwise disposed of of, or mortgaged or pledged, or imposed or suffered to be imposed any Lien on, any of its properties assets, except for (A) assets sold or assetsotherwise disposed of in the Ordinary Course of Business and (B) Permitted Liens; (eii) entered into cancelled any commitment debts owed to or transaction not claims held by it (including the settlement of any claims or litigation) other than in the ordinary course Ordinary Course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000Business; (fiii) created, incurred, assumed or otherwise become subject to any Indebtedness (other than ordinary course working capital borrowings and intercompany funding); (iv) made any change in the cash compensation of any method of accounting or accounting practiceTarget Business Employees, credit other than changes made in accordance with normal compensation and consistent with past compensation practices, collection policies, or payment policies; (gv) instituted any increase in or the grant of any benefit provided under Company Benefit Plan, other than in the Ordinary Course of Business and consistent with past compensation practices; (vi) declared, set aside, made or paid any dividend or other distribution payable in cash, equity interests, property or otherwise, or made any other payment on or with respect to any of its equity interests; (vii) made any material change in payment credit practices or in the accounting policies, methods or practices applied in the preparation of the Financial Statements; (viii) made any change in its Certificate of Incorporation or Bylaws or issued any capital stock (or securities exchangeable, convertible or exercisable for capital stock); (ix) split, subdivided, recapitalized or otherwise effected any change in respect of any of its capital stock or other equity securities (x) made any direct or indirect purchase, redemption, issuance, reservation for issuance, sale of other acquisition of any of its capital stock or other equity securities; (xi) except in the ordinary course Ordinary Course of Business, accelerated, terminated, modified or amended any contract with any Top Customer or Top Supplier; (xii) entered into any transaction with Sellers or any equityholder, officer, director or Affiliate of Sellers; (xiii) entered into any transaction with any employee, director or officer of the Target Companies or their Subsidiaries, other than the payment or provision of salary, benefits or other compensation in the Ordinary Course of Business to employees, directors or officers of the Target Companies or their Subsidiaries; (xiv) consummated (A) any merger, consolidation or other business consistent with past practicecombination, incurred (B) the purchase of any liabilities material assets of any Person or obligations (absolute, accrued C) the purchase of any capital stock of or contingentinterest (including for such purposes convertible securities or instruments) in excess any Person; (xv) made any loan to any third party other than the advancement of travel expenses; (xvi) except as required pursuant to any Material Contract, made any capital expenditures, capital additions or capital improvements that are not in the Ordinary Course of Business in amounts exceeding $10,000 individually or $25,000 50,000 in the aggregate; (hxvii) mortgaged(A) made a new, or changed or rescinded any, Tax election, (B) entered into a settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes, (C) changed any annual Tax accounting period, (D) adopted or changed any method of Tax accounting, (E) filed any amended Tax Return, (F) entered into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement relating to any Tax, (G) surrendered any right to claim a Tax refund, (H) consented to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment, or (I) enter into any agreement with respect to Taxes (including an advance pricing agreement); (xviii) made any change in accounting methods, policies or practices; (xix) sold, transferred, assigned, pledged, subjected or agreed encumbered, abandoned, dedicated to subjectthe public, any of its assetspermitted to lapse, tangible or intangible, failed to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired maintain or otherwise transferred disposed of any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the CompanyIntellectual Property, except in the ordinary course Ordinary Course of business and consistent with past practiceBusiness; (kxx) hired, committed to hire or terminated repatriated any employee except in the ordinary course of business; (l) declared, set aside or made any payments, dividends or other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein)cash for a Foreign Taxpayer; or (mxxi) agreedentered into any contract, whether in writing or otherwiseotherwise become obligated, to take do any action described in this Section 3.10of the foregoing.

Absence of Changes. Except as permitted or contemplated by this Agreement, since March December 31, 19972001, none of the Company has conducted its business only in Asset Sale Companies has, with respect to the ordinary course and has notPurchased Assets: (a) borrowed or agreed to borrow any funds or incurred, or become subject to, any Liability, or issued any note, bond or other debt security, or guaranteed any indebtedness for borrowed money or capitalized lease obligation, except Liabilities incurred in the Ordinary Course of Business, none of which would reasonably be expected to result in an impact greater than $100,000; (b) paid any Liability other than current Liabilities in the Ordinary Course of Business; (c) sold, transferred or otherwise disposed of, or agreed to sell, transfer or otherwise dispose of any of the Real Property, Equipment, or, other than in the Ordinary Course of Business, any other Purchased Assets or cancelled or otherwise terminated, or agreed to cancel or otherwise terminate, other than in the Ordinary Course of Business, any licenses, franchises, certificates, concessions and other governmental approvals and authorizations; (d) except in the Ordinary Course of Business, entered into any agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) or made or permitted any material amendment to or termination, acceleration, modification or cancellation of any Contract or breached any provision of any Contract; (e) merged or consolidated with any other Person; (f) mortgaged, pledged or subjected to any Lien any of its assets or properties, other than Permitted Liens; (g) made any capital expenditure (or series of related capital expenditures) either (x) involving more than $100,000 or (y) outside the Ordinary Course of Business; (h) made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans and acquisitions) either (x) involving $100,000 or (y) outside the Ordinary Course of Business; (i) delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (j) cancelled, compromised, waived or released any right or claim (or series of related rights and claims) either (x) involving more than $100,000 or (y) outside the Ordinary Course of Business; (k) made any loan to, or entered into any other transaction with, any of the directors, officers and employees of such Asset Sale Company outside the Ordinary Course of Business; (l) entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract; (m) except in the Ordinary Course of Business adopted, amended, modified or terminated any bonus, profit-sharing, incentive, severance or other plan, contract or commitment for the benefit of any of the directors, officers and Employees of the Asset Sale Companies, or taken any such action with respect to any other Employee Benefit Plan; (n) made any other change in employment terms for any of the directors, officers and Employees of the Asset Sale Companies outside the Ordinary Course of Business; (o) suffered any change damage, destruction or changes in its working capitalloss, condition (financial or otherwise), assets, liabilities, reserves, business or operations (whether or not covered by insurance) , that individually or in the aggregate has had or could would reasonably be expected to have a Material Adverse Effect on the CompanyEffect; (bp) paid, discharged implemented or satisfied adopted any material liability, other than change in its accounting methods or principles or the payment, discharge or satisfaction of liabilities in the ordinary course of business;application thereof; or (c) written off as uncollectible any receivable, except for write-offs in the ordinary course of business; (d) except in the ordinary course of business and consistent with past practice, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (eq) entered into any commitment agreement, arrangement or transaction not in the ordinary course of business that is material understanding with respect to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee except in the ordinary course of business; (l) declared, set aside or made any payments, dividends or other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein); or (m) agreed, whether in writing or otherwise, to take any action described in this Section 3.10foregoing.

Absence of Changes. Except as permitted or set forth in Schedule 5.07 attached hereto and except as contemplated by this Agreement, since March December 31, 19972007, the Company has conducted its business Entities have been operated only in the ordinary course course, and has notno Company Entity has: (a) suffered any material adverse change or changes in its working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the Companyoperations; (b) redeemed or repurchased, directly or indirectly, any shares of capital stock or other equity security or declared, set aside or paid any dividends or made any other distributions (whether in cash or kind) with respect to any shares of capital stock or other equity security of the Company or any of its Subsidiaries; (c) issued, sold or transferred any equity securities, any securities convertible, exchangeable or exercisable into shares of capital stock or other equity securities, or warrants, options or other rights to acquire shares of capital stock or other equity securities, of any of the Company Entities; (d) paid, discharged or satisfied any material liability, Liability other than the payment, discharge or satisfaction of liabilities in the ordinary course of business; (ce) written off as uncollectible any receivable, except for write-offs account receivable other than in the ordinary course of business; (df) except in the ordinary course of business and consistent with past practice, cancelled or compromised any debts or waived or permitted to lapse any debts, claims or rights or sold, transferred or otherwise disposed of any of its properties or assetsassets other than in the ordinary course of business; (eg) entered into any commitment commitments or transaction transactions not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment involving aggregate value in excess of One Hundred Thousand Dollars ($25,000100,000) or made aggregate capital expenditures or commitments in excess of Fifty Thousand Dollars ($50,000); (fh) made any material change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (gi) except sold, assigned or transferred any material tangible assets other than in the ordinary course of business consistent with past practice, incurred or any liabilities material Intellectual Property or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregateother intangible assets; (hj) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and material Lien (other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactionsthan Permitted Liens); (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (jk) increased any salaries, wages or any employee benefits or made any arrangement for payment of any bonus or special compensation for any officer or key employee of the Company, except in the ordinary course of business and consistent with past practice; (k) hired, committed or fees to hire or terminated any employee except medical director other than in the ordinary course of business; (l) declaredhired or committed to hire any key employee or contracted or committed to contract with any medical director, set aside or made terminated or had resign any paymentskey employee or medical director; (m) terminated or amended any material contract, dividends license or other distributions to instrument or suffered any Stockholder loss or termination or threatened loss or termination of any other holder of capital stock of the Company (except as expressly contemplated herein)existing material business arrangement or supplier; or (mn) agreed, whether or not in writing or otherwisewriting, to take any action described in this Section 3.105.07.

Absence of Changes. Except as permitted or contemplated by this AgreementSince February 15, since March 31, 1997, 2013 (x) the Company has and Meadowlark have in all material respects (1) conducted its business only the Business in the ordinary course consistent with past practices and (2) used commercially reasonable efforts to preserve intact their respective material relationships with third parties with regard to the Business; (y) no fact, event, change, occurrence or circumstance has notoccurred that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (z) except as set forth in Schedule 3.5: (a) suffered the Company’s Charter Documents have not been modified in any change manner; (b) neither the Company nor Meadowlark has sold, transferred or changes in its working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or disposed of any Assets used in the aggregate Business, including any right under any lease or Contract or any proprietary right or other intangible Asset, in each case having a value in excess of $400,000; (c) neither the Company nor Meadowlark has had waived, released, canceled, settled or could reasonably compromised any debt, Claim or right relating to the Business having a value in excess of $100,000; (d) except as may be expected required to have meet the requirements of applicable Law or GAAP, neither the Company nor Meadowlark has changed any accounting method or practice relating to the Business in a Material Adverse Effect on manner that is inconsistent with past practice in a way that would materially and adversely affect the Business and/or the Company; (be) paidthe Company has not failed to maintain its limited liability company, discharged partnership or satisfied corporate existence, as applicable, or consolidated with any material liabilityother Person or acquired all or substantially all of the Assets of any other Person; (f) the Company has not issued or sold any Equity Interests in itself; (g) the Company has not liquidated, other than dissolved, recapitalized, reorganized or otherwise wound up itself or the paymentBusiness; (h) the Company has not purchased any securities of any Person, discharge or satisfaction of liabilities except for short-term investments made in the ordinary course of business; (c) written off as uncollectible any receivable, except for write-offs in the ordinary course of business; (d) except in the ordinary course of business and consistent with past practice, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions;; or (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee none of the Company, except in the ordinary course of business and consistent with past practice; (k) hired, Meadowlark or SMP Holdings has agreed or committed to hire or terminated do any employee except in the ordinary course of business; (l) declared, set aside or made any payments, dividends or other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein); or (m) agreed, whether in writing or otherwise, to take any action described in this Section 3.10foregoing.

Absence of Changes. Except Since the date (the “Balance Sheet Date”) of the most recent balance sheet provided to the Placement Agent (the “Balance Sheet”) and except as permitted set forth on Schedule 2(f) or contemplated by this Agreement, since March 31, 1997Schedule 2(c), the Company has conducted its business only not (i) incurred any debts, obligations or liabilities, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities incurred in the usual and ordinary course of business and has not: consistent with past practices, having individually or in the aggregate a Material Adverse Effect, (aii) made or suffered any material changes in its contingent obligations by way of guaranty, endorsement (other than the endorsement of checks for deposit in the usual and ordinary course of business), indemnity, warranty or otherwise, (iii) discharged or satisfied any material liens other than those securing, or paid any obligation or liability other than, current liabilities shown on the Balance Sheet, and current liabilities incurred since the Balance Sheet Date, in each case in the usual and ordinary course of business and consistent with past practices, (iv) mortgaged, pledged or subjected to lien any of its material assets, tangible or intangible, (v) sold, transferred or leased any of its material assets except in the usual and ordinary course of business and consistent with past practices, (vi) cancelled or compromised any debt or claim, or waived or released any right, of material value except in the usual and ordinary course of business and consistent with past practices, (vii) suffered any change physical damage, destruction or changes in its working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations loss (whether or not covered by insurance) that individually materially adversely affecting the properties or business of the Company, (viii) entered into any material transaction other than in the aggregate has had or could reasonably be expected usual and ordinary course of business except for this Agreement, the other Transaction Documents and the related agreements referred to have a Material Adverse Effect on the Company; herein and therein, (bix) paid, discharged or satisfied encountered any material liabilitylabor difficulties or labor union organizing activities, (x) made or granted any wage or salary increase or entered into any employment agreement other than the payment, discharge or satisfaction of liabilities in the ordinary course of business; , (cxi) written off as uncollectible issued or sold any receivableshares of capital stock or other securities or granted any options with respect thereto, except for write-offs or modified any equity security of the Company, (xii) declared or paid any dividends on or made any other distributions with respect to, or purchased or redeemed, any of its outstanding equity securities, (xiii) suffered or experienced any change in, or condition affecting, its condition (financial or otherwise), properties, assets, liabilities, business operations, or results of operations other than changes, events or conditions in the usual and ordinary course of business; (d) except in the ordinary course of its business and consistent with past practicepractices, cancelled having (either by itself or compromised any debts or waived or permitted to lapse any claims or rights or soldin conjunction with all such other changes, transferred or otherwise disposed of any of its properties or assets; events and conditions) a Material Adverse Effect, (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (fxiv) made any change in any method of the accounting principles, methods or accounting practice, credit practices, collection policiespractices followed by it or depreciation or amortization policies or rates theretofore adopted, or payment policies; (gxv) except in the ordinary course of business consistent with past practiceentered into any agreement, incurred any liabilities or obligations (absoluteotherwise obligated itself, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, do any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee except in the ordinary course of business; (l) declared, set aside or made any payments, dividends or other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein); or (m) agreed, whether in writing or otherwise, to take any action described in this Section 3.10foregoing.

Absence of Changes. Except From January 1, 2007 to the Effective Date, except as permitted set forth in Section 3.22 of the Disclosure Schedule there has not been any change in the Business or contemplated by this Agreement, since March 31, 1997, Condition of the Company that would result in a Material Adverse Effect and each of the Company and the Related Entity has conducted been conducting its business only in the ordinary course and has notin a manner consistent with past practice. Without limiting the generality of the foregoing, from January 1, 2007 to the Effective Date, neither the Company nor the Related Entity has: (a) suffered amended, terminated, canceled or compromised any change material claims of, or changes in its working capitalwaive any other rights of substantial value to, condition (financial the Company or otherwise), assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the CompanyRelated Entity; (b) paidsold, discharged transferred, leased, subleased, licensed or satisfied otherwise disposed of any material liabilityproperties or assets, other than the paymentreal, discharge personal or satisfaction mixed, with a value in excess of liabilities US$20,000 individually or US$50,000 in the ordinary course of businessaggregate (including, without limitation, leasehold interests and intangible property); (c) written off as uncollectible issued or sold any receivableshare capital, except for write-offs in equity interests, notes, bonds or other securities, or any option, warrant or other right to acquire the ordinary course same, of businessthe Company or the Related Entity; (d) except made any capital expenditure or commitment for any capital expenditure in excess of US$50,000 individually or US$100,000 in the aggregate; (e) incurred any Indebtedness in excess of US$50,000 individually or US$100,000 in the aggregate outside the ordinary course of business and not consistent with past practice, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000practices; (f) made granted any change in any method of accounting or accounting practice, credit practices, collection policiesincrease, or payment policiesannounce any increase, in the wages and salaries payable by the Company or the Related Entity to any of its employees in excess of 5% of the wage and salaries; (g) except in amended, modified or consented to the ordinary course termination of business consistent with past practice, incurred any liabilities Material Contract or obligations (absolute, accrued the Company’s or contingent) in excess of $10,000 individually or $25,000 in the aggregateRelated Entity’s rights thereunder; (h) mortgagedamended or restated the Constitution of the Company or the Related Entity, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions;or (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee changed content of the Company, except Books and Records in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee except in the ordinary course of business; (l) declared, set aside or made any payments, dividends or other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein); or (m) agreed, whether in writing or otherwise, to take any action described in this Section 3.10.material aspects

Absence of Changes. Except Since the Balance Sheet Date, except as permitted or contemplated by this Agreementotherwise set forth in Schedule 4.10, since March 31, 1997, the Company has conducted its business only in the ordinary course each of Seller and CRM has not: (ai) suffered undergone or experienced any material adverse change or changes in its working capitalbusiness or financial condition, condition (financial or otherwise)properties, assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the Companyother aspect of operations; (bii) paidsuffered any damages, discharged destruction or satisfied any material liability, other than the payment, discharge loss (insured or satisfaction of liabilities in the ordinary course of uninsured) materially and adversely affecting its ability to conduct business; (ciii) written off as uncollectible any receivable, except for write-offs in the ordinary course of business; (d) except in the ordinary course of business and consistent with past practice, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred transferred, encumbered or otherwise disposed of granted any security interest in any of its business, properties or assets; assets (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Companydo so), except in the ordinary course of business and consistent with past practiceits business; (kiv) hired, committed merged or consolidated with or been acquired by any Person (or agreed to hire do so); (v) suffered or terminated permitted any employee material change in the manner of conducting business; (vi) agreed to any waiver or settlement of any material lawsuit or dispute; (vii) made or authorized any loan or advance to any Person except for normal travel and other reasonable expense advances to employees ; (viii) other than in the ordinary course of business, granted or authorized any salary increases, bonuses or other benefits payable to employees or consultants; (lix) declaredincurred (or agreed to) any actual, set aside or made any payments, dividends or other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein); or (m) agreed, whether in writing contingent or otherwise, indebtedness or liability, except current liabilities in the ordinary and usual course of business; (x) made (or agreed to) any purchase or lease of capital assets; (xi) paid, declared or authorized any redemption, distribution or dividend with respect to take any action described member or otherwise with respect to any ownership interest; and (xii) lost, or suffered cancellation, termination or cessation of, any customer(s) or client relationship(s) which accounted for seven and one-half percent (7.5%) or more of gross revenues, in this Section 3.10the aggregate, from its business (in the case of CRM) or the Business (in the case of the Seller) for the twelve month period ended on the Balance Sheet Date.

Absence of Changes. Except as permitted or contemplated by this Agreement, since March 31, 1997, the Company has conducted its business only in the ordinary course and has not: (a) suffered any change or changes in its working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect material adverse effect on the Company's business, prospects or results of operations ("Material Adverse Effect"); (b) paid, discharged or satisfied any material liability, other than the payment, discharge or satisfaction of liabilities in the ordinary course of business; (c) written off as uncollectible any receivable, except for write-offs in the ordinary course of business; (d) except in the ordinary course of business and consistent with past practice, cancelled canceled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f) made any change material changes in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate25,000; (h) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbranceencumbrance, except for liens for current personal property taxes not yet due and payable, payable for mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee except in the ordinary course of business; (l) declared, set aside or made any payments, dividends or other distributions to any Stockholder Unit Holders, employee, independent contractor or any other holder of capital stock of the Company (except as expressly contemplated herein)other than in accordance with customary and past practices pursuant to existing agreements; or (m) agreed, whether in writing or otherwise, to take any action described in this Section 3.10Section.

Absence of Changes. Except as permitted or contemplated by this Agreementset forth on Schedule 3.7, since March 31the date of the Latest Balance Sheet, 1997, the (i) there has not been any Company Material Adverse Effect and (ii) each Group Company has conducted its business only in the ordinary course and has notsubstantially consistent with past practices. Except as set forth on Schedule 3.7, since the date of the Latest Balance Sheet, no Group Company has: (a) suffered any change material damage, destruction or changes in its working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations loss (whether or not covered by insurance) that individually from fire or in the aggregate has had or could reasonably be expected other casualty to have a Material Adverse Effect on the Companyits tangible property; (b) paidrevalued any of their respective assets, discharged including writing off notes or satisfied any material liability, accounts receivable other than the payment, discharge or satisfaction of liabilities in the ordinary course of businessbusiness in amounts that are not, individually or in the aggregate, material to the business of the Group Companies, taken as a whole; (c) written off as uncollectible made any receivablecapital expenditures or commitments therefor involving amounts that exceed $200,000 in the aggregate, except for write-offs capital expenditures incurred in the ordinary course of business; (d) except in the ordinary course of business and consistent with past practice, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, leased, licensed, mortgaged, assigned or transferred or otherwise disposed of any of its properties tangible or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, any of its intangible assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee except in the ordinary course of business; (le) declaredsuffered any extraordinary losses or canceled, set aside waived, compromised or released any rights or claims involving amounts that exceed $200,000 in the aggregate; (f) made any paymentsinvestment in or loan to any Person, dividends or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock or other distributions to equity interests, or split, combined, reclassified, repurchased or redeemed any Stockholder or any other holder shares of its capital stock or other equity interests; (h) materially modified, changed or terminated any Material Contract; (i) adopted a plan or agreement of the Company complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization; (j) changed, in any material respect, its accounting principles, practices or methods except as expressly contemplated herein)required or permitted by Law or GAAP; or (mk) authorized, agreed, whether in writing resolved or otherwise, committed to take any action described in this Section 3.10of the foregoing.

Absence of Changes. Since December 31, 1998, there has been no change, event or circumstance which, individually or in the aggregate, has had a Material Adverse Effect. Except as permitted or contemplated by this Agreementset forth on Schedule 2.3.13 of the Disclosure Schedules, since March December 31, 19971998, the Company has conducted its business the Business only in the ordinary course and has notcourse. Without limiting the generality of the foregoing, since December 31, 1998 (except with regard to Section 2.3.13(h)), except as set forth in Schedule 2.3.13 of the Disclosure Schedule: (a) suffered the Company has not made or authorized any change additions to or changes sold, leased, transferred or assigned any assets or properties, tangible or intangible, with a fair market value of more than $250,000, except in the ordinary course of its working capitalbusiness; (b) the Company has not mortgaged, condition pledged or subjected to any Encumbrance (financial except Permitted Liens) any of its assets or otherwise), assets, liabilities, reserves, business or operations properties (whether tangible or not covered by insuranceintangible) that individually or other than in the aggregate ordinary course of its business; (c) no party (including the Company) has had accelerated, terminated, made material modifications to or could reasonably be expected canceled any agreement referred to have in Section 2.3.14 or any other material agreement, contract, lease, license or Permit to which the Company is a Material Adverse Effect on party or by which any of them is bound; (d) the Company has not made or authorized any material capital expenditures in excess of the budgeted amount for capital expenditures previously provided by the Company; (be) paid, the Company has not discharged or satisfied any Encumbrance or paid any material liability, obligation or material liability (fixed or contingent) other than the payment, discharge or satisfaction of liabilities in the ordinary course of business; (cf) written off as uncollectible there has been no change made or authorized in the charter or bylaws (or similar governing documents) of the Company and the Company has not merged with or into or consolidated with any receivableother entity, except for write-offs or voluntarily or involuntarily dissolved or liquidated or changed or agreed to change in any manner the rights of its outstanding capital stock; (g) the Company has not purchased, redeemed, issued, sold or otherwise acquired or disposed of any of its capital stock or any evidence of indebtedness or other of its securities, or granted any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock or any evidence of indebtedness or other of its securities; (h) since September 30, 1998 the Company has neither declared or paid any dividend nor made any distribution to any stockholder of the Company, including any extraordinary distribution, on account of such stockholder's ownership of any shares of capital stock of the Company, other than the payment of dividends payable on the Preferred Stock in the ordinary course of business, and such payments have not, on an annualized basis, exceeded an aggregate amount of $1.2 million; (di) except the Company has not granted any increase in the ordinary course of business and consistent with past practice, cancelled compensation payable or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of become payable to any of its properties directors or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Companyofficers, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except for normal annual increases in the ordinary course of business consistent with past practice, incurred or entered into any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, other transaction with any of its assets, tangible directors or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and officers other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee than reimbursement of the Company, except in the ordinary course of reasonable business and consistent with past practice; (k) hired, committed to hire or terminated any employee except expenses incurred in the ordinary course of business; (lj) declaredthe Company has not adopted, set aside amended, modified or made terminated any paymentsbonus, dividends profit-sharing, incentive, severance or other distributions to plan, contract or commitment for the benefit of any Stockholder of its directors and officers or any other holder employee or group of capital stock employees (or taken any such action with respect to any other Employee Benefit Plan), except in the ordinary course of its business; (k) the Company has not made any change in its method of accounting; (l) the Company has not entered into any transactions with any Affiliate, except in the ordinary course of business as described in Schedule 2.3.13 of the Company (except as expressly contemplated herein); orDisclosure Schedule; (m) agreedthe Company has not changed or modified in any material respect its existing credit, collection and payment policies, procedures and practices with respect to accounts receivable and accounts payable; (n) the Company has not suffered any damage, destruction, loss or claim, whether or not covered by insurance, in writing excess of $500,000; and (o) the Company has not entered into any agreement or otherwisearrangement with respect to, to take or otherwise committed to, any action described in this Section 3.10of the foregoing.

Absence of Changes. Except as permitted or contemplated by this Agreementset forth on Schedule 3.27, since March 31September 30, 19972003, the Company has Companies have conducted its their business only in the ordinary course consistent with prior practice and has have not: (a) suffered incurred any change obligation or changes in its working capitalliability, condition (financial absolute, accrued, contingent or otherwise), assets, liabilities, reserves, business whether due or operations (whether or not covered by insurance) that individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the Company; (b) paid, discharged or satisfied any material liability, other than the payment, discharge or satisfaction of liabilities in the ordinary course of business; (c) written off as uncollectible any receivablebecome due, except (i) the Indebtedness and any interest thereon, and (ii) current liabilities for write-offs in the ordinary course of business; (d) except trade or business obligations incurred in the ordinary course of business and consistent with past prior practice, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (eb) entered into discharged or satisfied any commitment Lien other than those then required to be discharged or transaction not 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 Financial Statements and current liabilities incurred since the date thereof in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000consistent with prior practice; (fc) made mortgaged, pledged or subjected to Lien, any change in any method of accounting property or accounting practiceassets, credit practices, collection policies, tangible or payment policiesintangible; (gd) sold, transferred, leased to others, or otherwise disposed of any assets, except in the ordinary course of business consistent with past prior practice, incurred or canceled or compromised any liabilities debt or obligations claim, or waived or released any right of substantial value; (absolutee) received any notice of termination of any Material Contract or suffered any damage, accrued destruction, or contingentloss (whether or not covered by insurance) in excess of $10,000 individually or $25,000 10,000; (f) made any material change in the aggregaterate of compensation, commission, bonus, or other direct or indirect remuneration payable, or paid or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention, or other compensation, retirement, welfare, fringe, or severance benefit or vacation pay, to or in respect of any director, officer, employee, consultant, Affiliate, or agent of the Companies; (g) instituted, settled, or agreed to settle any litigation, action, or proceeding before any court or Governmental Authority; (h) mortgagedentered into any transaction, pledgedcontract, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and commitment other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except than in the ordinary course of business or paid or agreed to pay any legal, accounting, brokerage, finder’s fee, Taxes or other expenses in connection with, or incurred any severance pay obligations by reason of, this Agreement or the transactions contemplated hereby, other than such fees or other expenses or Taxes which are payable solely by Seller and consistent with past practiceas to which neither the Companies nor Purchaser will have any liability or obligation; (i) written up the carrying value of any of the Companies’ assets; (j) suffered any material loss of customers or received any notice of any pending material loss of customers; (k) hiredentered into or assumed any obligations under any material employment, committed to hire compensation or terminated consulting agreement or any employee except collective bargaining agreement with any Person or group, or modified or amended in any material respect the ordinary course terms of businessany such existing agreement; (l1) declaredmaterially amended, set aside modified, or made terminated, or agreed to amend, modify, or terminate, any payments, dividends or other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein); or (m) agreed, whether in writing or otherwise, to take any action described in this Section 3.10.existing Material Contract;

Absence of Changes. Except as expressly set forth in SCHEDULE 2.6 hereto and as permitted or ------------ contemplated by this Agreement, since March 31the Interim Financials Date, 1997to each Shareholder's Knowledge, each Shareholder and Practice Group have conducted the Company has conducted its business Practice only in the ordinary course of business consistent with past practices, and has have not: (a) suffered Suffered any material adverse change or changes in its working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the Companyoperations; (b) paidPaid, discharged or satisfied any material liability, liability other than the paymentpayments, discharge or satisfaction of liabilities in the ordinary course of business; (c) written Written off as uncollectible any receivable, except for write-offs in the ordinary course of businessbusiness not exceeding Five Thousand and No/100 Dollars ($5,000) in the aggregate; (d) except in the ordinary course of business and consistent with past practice, cancelled Canceled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assetsassets (except as disclosed in SCHEDULE 5.1 attached ------------ hereto); (e) entered Entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of Five Thousand and No/100 Dollars ($25,0005,000.00); (f) made Made any change in any method of accounting or accounting practice, credit practices, collection policies, practice for financial or payment policiesincome tax purposes; (g) except in the ordinary course of business consistent with past practice, incurred Incurred any liabilities or obligations (absolute, accrued or contingent) in excess of Five Thousand and No/100 Dollars ($10,000 individually or $25,000 5,000.00), except for trade payables incurred in the aggregateordinary course of business; (h) mortgagedMortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any lien, claim or Encumbranceencumbrance, except for liens for of current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired Sold or otherwise transferred any equity or other ownership interest in itselfPractice Group; (j) increased Increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and consistent with past practiceemployee; (k) hiredHired, committed to hire or terminated any employee except in the ordinary course of business;employee; or (l) declared, set aside or made any payments, dividends or other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein); or (m) agreedAgreed, whether in writing or otherwise, to take any action particularly described in this Section 3.102.6.

Absence of Changes. Except as permitted or contemplated by this Agreement, since March Since December 31, 19972010, no event, occurrence, fact, condition, change, development or effect which, individually or in the aggregate, has had or would reasonably be expected to result in material damage to or loss of any material asset or property of the JL Entities or otherwise have a material adverse effect on the business, operations or assets of the Company or JL Retail has occurred, and the JL Entities have each conducted its their business only in the ordinary course and has notcourse. In addition, except as set forth on Schedule 4.6, since December 31, 2010, each of the JL Entities has: (a) suffered not sold, transferred or assigned any change asset, property or changes in its working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or in right of the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the Company; (b) paid, discharged or satisfied any material liability, JL Entities other than the payment, discharge or satisfaction (i) sales of liabilities in the ordinary course of business; (c) written off as uncollectible any receivable, except for write-offs in the ordinary course of business; (d) except inventory in the ordinary course of business and consistent with past practice(ii) sales of assets not used or held for use in the Business which, cancelled in the aggregate, have a book value of less than $300; (b) not paid or compromised declared any debts distribution or waived dividend; (c) not permitted or suffered any Lien on any portion of its properties; (d) not terminated or received any notice of termination of any Material Contract or permitted to lapse any claims material amendment, supplement, waiver or rights or sold, transferred or otherwise disposed of any of its properties or assetsother modification in respect thereof; (e) entered into not waived or modified the payment or terms of any commitment receivable (whether collected or transaction not outstanding) other than nominal write offs in the ordinary course of business that is material to not in excess, in the Companyaggregate, taken as a whole, or made any capital expenditure or commitment in excess of $25,0001,000); (f) made any change in any method of accounting timely paid all liabilities when they become due and payable (other than late payments with respect to which no penalties, interest or accounting practice, credit practices, collection policies, or payment policieslate charges are assessed); (g) except not made any material change in the ordinary course compensation, commission, bonus or other direct or indirect remuneration of business consistent with past practiceany of its officers, incurred employees or agents or under any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregateBenefit Plan; (h) mortgagedused its reasonable efforts consistent with past practice to preserve intact the Business (and all material rights related thereto) and to preserve its relationships with its employees, pledgedcustomers, subjected or agreed to subjectsuppliers, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanicscreditors, landlords, materialmensalespeople, agents and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted Persons having business dealings with it without regard to the transactions contemplated in similar transactionsthis Agreement; (i) soldnot instituted, redeemed, acquired settled or otherwise transferred agreed to settle any equity or other interest in itselfProceeding; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business not changed its accounting methods and consistent with past practicepractices; (k) hirednot taken any action or omitted to take any action, committed to hire or terminated encountered any employee except event, occurrence, fact, condition, change, development or effect, which, individually or in the ordinary course aggregate, has resulted in or would reasonably be expected to be materially adverse to the business, assets or properties of businessany JL Entity; (l) declarednot implemented or taken material steps to implement any material change to its business, set aside operations or made any payments, dividends or other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein)personnel; orand (m) agreed, whether in writing not agreed to any of the foregoing or otherwise, taken any action or omitted to take any action described in this Section 3.10that would contradict any of the foregoing.

Absence of Changes. Except as permitted or contemplated by this Agreementset forth on Schedule 2(e) and/or in the SEC Documents, since March 31, 1997the date (the “Balance Sheet Date”) of the most recent balance sheet (the “Balance Sheet”) included in the SEC Documents and except as set forth on Schedule 2(e), the Company has conducted its business only not sustained or incurred any of the following events which would have individually or in the aggregate a Material Adverse Effect on the Company: (i) incurred any debts, obligations or liabilities, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities incurred in the usual and ordinary course of business and has not: consistent with past practices, (aii) made or suffered any material changes in its contingent obligations by way of guaranty, endorsement (other than the endorsement of checks for deposit in the usual and ordinary course of business), indemnity, warranty or otherwise, (iii) discharged or satisfied any material liens other than those securing, or paid any obligation or liability other than, current liabilities shown on the Balance Sheet, and current liabilities incurred since the Balance Sheet Date, in each case in the usual and ordinary course of business and consistent with past practices, (iv) mortgaged, pledged or subjected to lien any of its material assets, tangible or intangible, (v) sold, transferred or leased any of its material assets except in the usual and ordinary course of business and consistent with past practices, (vi) cancelled or compromised any debt or claim, or waived or released any right, of material value except in the usual and ordinary course of business and consistent with past practices, (vii) suffered any change physical damage, destruction or changes in its working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations loss (whether or not covered by insurance) that individually materially adversely affecting the properties or business of the Company, (viii) entered into any material transaction other than in the aggregate has had or could reasonably be expected usual and ordinary course of business except for this Agreement, the other Transaction Documents and the related agreements referred to have a Material Adverse Effect on the Company; herein and therein, (bix) paid, discharged or satisfied encountered any material liabilitylabor difficulties or labor union organizing activities, (x) made or granted any wage or salary increase or entered into any employment agreement other than the payment, discharge or satisfaction of liabilities in the ordinary course of business; , (cxi) written off as uncollectible issued or sold any receivableshares of capital stock or other securities or granted any options with respect thereto, except for write-offs or modified any equity security of the Company, (xii) declared or paid any dividends on or made any other distributions with respect to, or purchased or redeemed, any of its outstanding equity securities, (xiii) suffered or experienced any change in, or condition affecting, its condition (financial or otherwise), properties, assets, liabilities, business operations, or results of operations other than changes, events or conditions in the usual and ordinary course of business; (d) except in the ordinary course of its business and consistent with past practicepractices, cancelled having (either by itself or compromised any debts or waived or permitted to lapse any claims or rights or soldin conjunction with all such other changes, transferred or otherwise disposed of any of its properties or assets; events and conditions) a Material Adverse Effect, (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (fxiv) made any change in any method of the accounting principles, methods or accounting practice, credit practices, collection policiespractices followed by it or depreciation or amortization policies or rates theretofore adopted, or payment policies; (gxv) except in the ordinary course of business consistent with past practiceentered into any agreement, incurred any liabilities or obligations (absoluteotherwise obligated itself, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, do any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee except in the ordinary course of business; (l) declared, set aside or made any payments, dividends or other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein); or (m) agreed, whether in writing or otherwise, to take any action described in this Section 3.10foregoing.

Absence of Changes. Except as permitted or contemplated by this Agreementset forth on Schedule 2.1(h) hereto, since March 31the date of the Balance Sheet, 1997, the no Company has conducted its business only in the ordinary course and has not: (ai) suffered experienced any material adverse change or changes in its working capital, condition (financial or otherwise), properties, operations, assets, liabilities, reservesearnings, business prospects or operations business, (ii) suffered any damage, destruction or loss, whether covered by insurance or not, materially and adversely affecting its properties, business, operations, assets, liabilities, earnings, prospects or condition (financial or otherwise), (iii) declared, set aside or paid any dividend (whether in cash, stock or not covered by insuranceproperty) that individually or made any distribution with respect to its capital stock, except dividends paid to the Seller in an amount required to fund the aggregate has had income tax payments of the Seller attributable solely to the net income of the Companies (or could reasonably be expected their predecessors), or redeemed or repurchased any of its securities or made any direct or indirect loans or payments to have a Material Adverse Effect the Seller or any affiliate thereof, (iv) created or assumed on the Company; any of its assets or properties any mortgage, deed of trust, lien, pledge, lease, encumbrance or charge of any kind whatsoever, (bv) paidsold, discharged leased or satisfied otherwise transferred any material liability, of its assets other than the payment, discharge or satisfaction of liabilities in the ordinary course of business; , (cvi) written off as uncollectible incurred any receivableobligation or liability (absolute, except for write-offs in the ordinary course of business; (daccrued, contingent or otherwise) except in the ordinary course of business and consistent with past practicebusiness, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (evii) entered into any commitment or transaction not in the ordinary course of business that is its business, (viii) lost any significant customers or any significant accounts or the significant portion of any account with any significant customer, (ix) experienced any labor dispute, other than routine matters, (x) lost, surrendered or had revoked or limited any material license, permit or other right granted by any governmental authority to the Company, taken as a whole, or made operate any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except asset in the ordinary course manner in which it was intended to be operated, (xi) received any notice of business consistent with past practice, incurred any liabilities termination of or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee except in the ordinary course of business; (l) declared, set aside or made any payments, dividends or other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein); or (m) agreed, whether in writing or otherwise, to take any action described in this Section 3.10.default under any

Absence of Changes. Except as permitted or contemplated by this Agreementset forth in Schedule 3.21, since March 31June 30, 19972019, there has not been a Material Adverse Change with respect to the Business, no fact, circumstance or event exists or has occurred which would, individually or in the aggregate, result in a Material Adverse Change with respect to the Business and, the Company has conducted its business only in the ordinary course and Seller has not: (a) suffered increased the compensation payable (including, but not limited to, wages, salaries, bonuses or any change other remuneration) or changes in its working capitalto become payable to any officer, condition (financial employee or otherwise)agent of the Business, assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or in the aggregate has had or could reasonably be expected except for increases consistent with past practice as to have a Material Adverse Effect on the Companyamount and timing; (b) paidmade any bonus, discharged profit sharing, pension, retirement or satisfied any material liability, other than the insurance payment, discharge distribution or satisfaction arrangement to or with any employee, officer, personnel, consultant or agent of liabilities the Business, except for payments that were already accrued at June 30, 2019 or otherwise due in the ordinary course of businesscourse; (c) written off as uncollectible with respect to the Business, entered into, materially amended or become subject to any receivable, except for write-offs in contract or agreement outside the ordinary course of business; (d) permitted any of the Purchased Assets to be subject to any Lien (other than Permitted Liens); (e) with respect to the Business, sold, transferred, leased, licensed or otherwise disposed of any assets or properties except for (i) sales of Inventory in the ordinary course of business consistent with past practice and (ii) leases or licenses entered into in the ordinary course of business consistent with past practice; (f) with respect to the Business, made any capital expenditure or commitment therefor in excess of $5,000 individually or $20,000 in the aggregate or otherwise acquired any assets or properties (other than Inventory in the ordinary course of business consistent with past practice) or entered into any contract, agreement, letter of intent or similar arrangement (whether or not enforceable) with respect to the foregoing; (g) with respect to the Business, entered into, materially amended or become subject to any joint venture, partnership, strategic alliance, members’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement; (h) with respect to the Business, written-off as uncollectible any notes or Accounts Receivable, except write-offs in the ordinary course of business consistent with past practice charged to applicable reserves; (i) with respect to the Business, canceled or waived any claims or rights of substantial value; (j) with respect to the Business, made any change in any method of accounting or auditing practice; (k) with respect to the Business, paid, discharged, settled or satisfied any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than payments, discharges or satisfactions in the ordinary course of business and consistent with past practice, cancelled practice of liabilities reflected or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assetsreserved against in the Financial Statements; (e1) entered into any commitment or transaction not in the ordinary course of business that is material with respect to the CompanyBusiness, taken as a whole, or made any capital expenditure or commitment in excess conducted its cash management customs and practices (including the collection of $25,000; (freceivables and payment of payables) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except other than in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee except in the ordinary course of business; (l) declared, set aside or made any payments, dividends or other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein); or (m) agreed, whether in writing or otherwise, to take any action described in this Section 3.10.

Absence of Changes. Except as permitted or contemplated by this Agreementdisclosed on SCHEDULE 2.7, since March December 31, 1997, there has not been nor will there be any change in the Company has conducted its business only assets, liabilities, financial condition, or operations of MSN from that reflected in the Financial Statements, other than changes in the ordinary course and of business, none of which individually or in the aggregate have had or will have a material adverse effect on such assets, liabilities, financial condition, or operations. Without limiting any of the foregoing, since December 31, 1997, except as disclosed on SCHEDULE 2.7 MSN has not: (a) suffered incurred or become subject to, or agreed to incur or become subject to, any change obligation or changes in its working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the Company; (b) paid, discharged or satisfied any material liability, other than the paymentabsolute or contingent, discharge or satisfaction of except current liabilities incurred in the ordinary course of business; (c) written off as uncollectible any receivable, except for write-offs in the ordinary course of business; (d) except in the ordinary course of business and consistent with past practice, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (hb) mortgaged, pledged, or subjected to any Encumbrance (or agreed to subject, do so with respect to) any of its their assets, tangible or intangible, to discharged or satisfied any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and or paid or satisfied any obligation or liability other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except than in the ordinary course of business and consistent with past practice; (kc) hiredsold or transferred, committed or agreed to hire sell or terminated transfer, any employee except of their assets, or canceled or agreed to cancel, any debts due them or claims therefor, except, in each case, for full consideration and in the ordinary course of business; (ld) declaredengaged in any transactions adversely affecting the MSN Business or its assets or suffered any extraordinary losses or waived any rights of substantial value not in the ordinary course of business; (e) purchased or agreed to purchase any securities, set aside bonds, or any other capital stock or assets of any other entity with cash or liquid assets, or used cash or liquid assets to incur debts, for matters not within the ordinary course of business or not for appropriate corporate purposes; (f) increased any salaries or granted or agreed to grant, or paid, or agreed to pay, any bonus, loan, incentive payment or other item of value or made any paymentsother similar agreement, dividends to or with any of its directors, officers or agents except as compensation in the ordinary course of business for appropriate services performed; (g) declared or paid any dividend or made any other distribution to their shareholders; (h) made or authorized any capital expenditure of more than $100,000 in the aggregate; (i) made or agreed to make any changes in their articles of incorporation, bylaws, or capital structure; (j) entered into any representative, distributorship, service, installation, support and maintenance, agency or other distributions similar agreement; (k) incurred or suffered any damage, destruction, or loss, whether or not covered by insurance, materially affecting the MSN Business or any of their respective assets; (l) made or applied to make any change in accounting methods or practices, including for tax purposes; (m) entered into any agreement, commitment or understanding, whether or not in writing, with respect to any Stockholder or any other holder of capital stock of the Company foregoing; (except as expressly contemplated herein)n) conducted business other than in the ordinary course; or (mo) agreed, whether in writing paid any bonuses or otherwise, salary to take any action described in this Section 3.10the Sellers.

Absence of Changes. Except as permitted or contemplated by this Agreementset forth on Schedule 3.06, since March 31October 1, 19972023, (i) there has not been any Business Material Adverse Effect, and (ii) the Company Business has conducted its business been operated only in the ordinary course of business consistent with past practices, except in connection with this Agreement and has notthe other Transaction Documents and the discussions, negotiations, actions and transactions related hereto and thereto. Except as set forth on Schedule 3.06, since October 1, 2023: (a) no Business Entity has discharged or satisfied any Encumbrances or paid any material obligation or Liability, in each case relating to the Business, other than in the ordinary course of business, or cancelled, compromised, waived, or released any material right or claim; (b) no Business Entity has (i) sold, assigned, licensed, or transferred any of its assets Relating To the Business, except for sales in the ordinary course of business, (ii) mortgaged, pledged, or subjected any of its assets (including any Acquired Business Intellectual Property) to any Encumbrance that has not been satisfied or reserved, other than a Permitted Encumbrance, or (iii) sold, transferred or otherwise disposed of, leased, licensed, abandoned or allowed to enter the public domain, or otherwise distributed any Acquired Business Intellectual Property; (c) no Business Entity has sold, assigned, transferred, abandoned, or permitted to lapse any Permits relating to the Business; (d) no Business Entity has suffered any change extraordinary loss, damage, destruction, or changes in its working capitalcasualty loss or waived any rights of material value, condition (financial or otherwise), assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually insurance and whether or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the Company; (b) paid, discharged or satisfied any material liability, other than the payment, discharge or satisfaction of liabilities not in the ordinary course of business; (ce) written off as uncollectible no Business Subsidiary has commenced any receivable, except for write-offs in the ordinary course of business; (d) except in the ordinary course of business and consistent with past practice, cancelled Proceeding or binding dispute resolution process or settled or compromised any debts pending or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000threatened Proceeding; (f) no Business Entity changed the compensation payable or benefits provided to, or made any other material change in the employment terms for, any method Business Employees, except as required by applicable Law or the terms of accounting any Contract or accounting practice, credit practices, collection policies, or payment policiesemployee benefit plan in existence on the date hereof and made available to Buyer; (g) except in the ordinary course no Business Subsidiary incurred, assumed, or guaranteed any Indebtedness of business consistent with past practice, any third party; (h) no Business Entity has made or incurred any liabilities or obligations (absolute, accrued or contingent) capital expenditures relating to the Business in excess of $10,000 individually or $25,000 in the aggregate; (hi) mortgagedno Business Subsidiary has made, pledgedrescinded, subjected revoked or agreed changed any material election with respect to subjectTaxes, changed any Tax accounting period, adopted or changed any accounting method with respect to Taxes, filed any amended Tax Return, entered into an agreement with respect to Taxes with any Governmental Authority (including a “closing agreement” under Section 7121 of its assetsthe Code), tangible surrendered any right to claim a refund for Taxes, or intangible, consented to an extension or waiver of the statute of limitations applicable to any Tax claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself;assessment; or (j) increased no Business Subsidiary has entered into any salariesother material transaction, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee except other than in the ordinary course of business; (l) declared, set aside or made any payments, dividends or other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein); or (m) agreed, whether in writing or otherwise, to take any action described in this Section 3.10.

Absence of Changes. Except as permitted or contemplated by this Agreementdisclosed in Section 2.07 of the Disclosure Schedule, since March December 31, 19972010, there has not been any Material Adverse Effect. Without limiting the Company foregoing, except as disclosed in Section 2.07 of the Disclosure Schedule, since December 31, 2010, there has conducted its business only not occurred any of the following: (i) (A) any increase in the salary, wages or other compensation of any employee whose annual salary is $50,000 or more or (B) any establishment or modification of, or any increase in the compensation or benefits under, any Benefit Plan or employment related Contract, except to the extent required by applicable Law; (ii) except in the ordinary course and has not:of business (A) incurrence by Seller of Indebtedness with respect to the conduct of the Business or (B) any voluntary cancellation, prepayment or complete or partial discharge in advance of a scheduled payment date with respect to, or waiver of any right of Seller under, any Indebtedness of or owing to Seller; (aiii) suffered any change physical damage, destruction or changes in its working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations other casualty loss (whether or not covered by insurance) that individually affecting any of the real or personal property or equipment of Seller in the an aggregate has had or could reasonably be expected to have a Material Adverse Effect on the Companyamount exceeding $10,000; (biv) paid, discharged or satisfied any material liabilitychange in (A) any investment, accounting, financial reporting, inventory, credit, allowance or Tax practice or policy of Seller or (B) any method of calculating any bad debt, contingency or other reserve of Seller for accounting, financial reporting or Tax purposes; (A) any acquisition or disposition of any assets used or held for use in the conduct of the Business, other than the paymentsale of Inventory in the ordinary course of business consistent with past practice and other acquisitions or dispositions not exceeding in either case $10,000 in the aggregate or (B) any creation or incurrence of a Lien on any such assets; (vi) any entering into, discharge amendment, modification, termination (partial or satisfaction complete) or granting of liabilities a waiver under or giving any consent with respect to (A) any Contract which is required (or had it been in effect on the date hereof would have been required) to be disclosed in Section 2.17(a) of the Disclosure Schedule (with the exception of the Terminated Contracts) without providing prior notice to the Purchaser or (B) any License disclosed in Section 2.18 of the Disclosure Schedule; (vii) any transaction involving the Business with any officer, director, stockholder or Affiliate of Seller; (viii) any strikes or labor difficulties or any layoffs or reductions in work force, except for retirement of employees in the ordinary course of business; (cix) written off as uncollectible any receivableother transactions in the aggregate amount of more than $10,000 directly involving, except for write-offs in or directly affecting, the Business or the Assets outside the ordinary course of business; (d) except in the ordinary course of business and consistent with past practice, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee except in the ordinary course of business; (l) declared, set aside or made any payments, dividends or other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein); or (mx) agreedSeller becoming bound by any commitment or agreement, whether oral or in writing or otherwisewriting, to take do any action of the things described in this Section 3.10clauses (i) through (ix) above.

Absence of Changes. Except as permitted or Since November 30, 1998, (a) Seller ------------------ has conducted the Business (and during the transition period contemplated by this Agreement, since March 31, 1997, the Company has conducted its business Transitional Services Agreement will conduct the Business) only in the ordinary course of business and in a manner consistent with existing policies and practices, with a view toward maximizing sales and profits, and in compliance with applicable law; and Seller has not: used (aand, during such transition period, shall use) suffered its best efforts to preserve intact the Business, to maintain and preserve the Purchased Assets, to keep available the services of key management personnel and to preserve the present goodwill of Seller and its relationships with customers, suppliers and other persons with whom it has business relations; (b) there has not been (i) any material adverse change or changes in its working capital, the condition (financial or otherwise), assets, liabilities, reservesbusiness, business prospects, or results of operations of the Business (including, without limitation, any such adverse change resulting from damage, destruction or other casualty, loss, whether or not covered by insurance), (ii) that individually any waiver by Seller of any right, or cancellation of any debt or claim, related to the Business, or (iii) any change in the aggregate accounting principles or methods which are utilized by Seller; and (c) Seller has had or could reasonably be expected to have a Material Adverse Effect on the Company;not (bi) paidagreed or undertaken to sell, discharged lease, license, mortgage or satisfied otherwise encumber or subject to any material liabilitylien or otherwise dispose of any of the Purchased Assets, other than except the payment, discharge or satisfaction sale of liabilities the Inventory in the ordinary course of business; (cii) written off as uncollectible agreed or undertaken to sell, assign or transfer any receivablepatents, except for write-offs trademarks, trade names, copyrights, licenses or other intangible assets related to the Business or the Purchased Assets; (iii) caused Seller to suffer any event or condition of any character that has or could materially and adversely affect the Business or the Purchased Assets; (iv) altered the price lists relating to the Business, other than in the ordinary course of business; (dv) except in the ordinary course of business and consistent with past practice, cancelled or compromised any debts or waived or permitted to lapse accelerated any claims rights of value or rights or sold, transferred or otherwise disposed of any of its properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material transactions with respect to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes Business not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee except in the ordinary course of business; (lvi) declaredmaintained the books of account and records relating to the Purchased Assets in the usual, set aside regular and ordinary manner, on a basis consistent with past practice, and complied with all material laws applicable to the conduct of the Business with respect to the Purchased Assets and performed its material obligations relating to the Business with respect to the Purchased Assets without default; (vii) not authorized or made permitted its officers, directors or employees or any paymentsinvestment banker, dividends financial advisor, attorney, accountant or other distributions representative to sell, agree to sell or enter into any Stockholder arrangements or negotiations or authorized any third party to enter into negotiations or solicit offers of any type or to provide information, cooperate in any way or assist, facilitate or encourage acquisitions relating to the transfer or other disposition of any of the Purchased Assets or the Business (including any merger or consolidation involving the Seller or any other holder of capital stock of the Company (except as expressly contemplated hereinsimilar transaction); or (mviii) agreedauthorized any of, whether in writing or otherwisecommitted or agreed to take, to take any action described in this Section 3.10of the foregoing actions.

Absence of Changes. Except as permitted or contemplated by this Since the date of the Letter Agreement, since March 31, 1997, the Company has conducted its business only except as contemplated herein or as disclosed in the ordinary course and has notDisclosure Letter, neither the Target nor the Subsidiary has: (a) suffered issued, sold, pledged, hypothecated, leased, disposed of, encumbered or agreed to issue, sell, pledge, hypothecate, lease, dispose of or encumber any change shares or changes in its working capitalother securities or any right, condition (financial option or otherwise), assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the Companywarrant with respect thereto; (b) paid, discharged amended or satisfied any material liability, other than the payment, discharge or satisfaction of liabilities in the ordinary course of businessproposed to amend its Constating Documents; (c) split, combined or reclassified any of its securities or declared or made any Distribution; (d) made any bonus or profit-sharing distribution or similar payment of any kind under a Plan; (e) written off as uncollectible any receivable, except for write-offs Accounts Receivable which individually or in the ordinary course of business; (d) except in the ordinary course of business and consistent with past practice, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that aggregate is material to the Company, taken as a whole, Target or made any capital expenditure or commitment is in excess of $25,000; (f) entered into or amended any employment or services contract with any director, officer or senior management employee, created or amended any Plan, or made any change in any method of accounting changes or accounting practice, credit practices, collection policies, or payment policies; (g) except increases in the ordinary course of business consistent with past practicebase compensation, incurred any liabilities bonuses, management fees, paid vacation time allowed or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee fringe benefits for any employee of the Companyits directors, except in the ordinary course of business and consistent with past practice; (k) hiredofficers, committed to hire employees or terminated any employee except consultants, other than in the ordinary course of business; (g) experienced any resignation of any Employee; (h) suffered any damage, destruction or loss (whether or not covered by insurance) affecting the Business or their assets; (i) made any capital expenditures, additions or improvements or commitments for same which individually or in the aggregate exceed the equivalent of one hundred thousand dollars ($100,000); (j) made any loans or advances to any Person; (k) waived or surrendered any right of any kind whatsoever of material value; (l) declaredacquired or agreed to acquire (by tender offer, set aside exchange offer, merger, amalgamation, acquisition of shares, assets or otherwise) any Person or other business organization or division, or acquired or agreed to acquire any material assets of the Target or the Subsidiary; (m) entered into, amended or terminated any material contracts, commitments, leases, licenses transactions or agreements regarding the Business; (n) entered into any agreement resulting in a Change of Control of the Target or the Subsidiary, other than the Letter Agreement; (o) created any stock option, bonus or other compensation plan, paid any bonuses or made any paymentsawards of cash, dividends stock or other distributions other, deferred or otherwise, or deferred any compensation to any Stockholder of its directors or officers, other than in the ordinary course of business; (p) entered into any related party transaction; (q) settled any outstanding Proceeding; (r) cancelled or reduced any of its insurance coverage; (s) made any material change in accounting procedures or practices; (t) discharged, satisfied or paid any Encumbrance of any kind whatsoever or obligation or liability of any kind whatsoever other holder than current liabilities in the ordinary course of capital stock its business; (u) increased its indebtedness for borrowed money or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligations of any Person; (v) entered into any agreement or arrangement granting any rights to purchase or lease any of the Company Assets; (except as expressly contemplated herein)w) sold, leased, subleased, assigned or transferred (by tender offer, exchange offer, merger, amalgamation, sale of shares or assets or otherwise) any of their assets; or (mx) agreed, whether in writing entered into any agreement or otherwise, understanding to take do any action described in this Section 3.10of the foregoing.

Absence of Changes. Except as permitted or contemplated by this Agreementset forth on Schedule 3.7, since March December 31, 19972006, the Company Business has conducted its business only been operated in the ordinary course and there has notnot been: (a) suffered any change or changes Material Adverse Effect in its working capital, condition (financial or otherwise), the assets, liabilitiesfinancial condition or results of operations of the Business; (b) any casualty, reserves, business or operations (whether or not covered by insurance) that individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the Company; (b) paid, discharged or satisfied any material liability, other than a casualty relating solely to the payment, discharge or satisfaction of liabilities in the ordinary course of businessExcluded Assets; (c) written off as uncollectible any receivable, except for write-offs Liability incurred by the Business other than Liabilities incurred in the ordinary course of business; (d) any payment, discharge or settlement of any claim against or obligation or Liability of the Seller except in the ordinary course of business, consistent with past practice; (e) except in the ordinary course of business or the sale or transfer of worn out or obsolete assets, any sale, transfer or disposal of any assets (other than the Excluded Assets); (f) any write-down or write off of any assets other than in the ordinary course of business or any revaluation of any of the Acquired Assets by Seller; (g) any pledge, mortgage or encumbrance of any assets except for Permitted Encumbrances; (h) any capital expenditures or commitment to make any capital expenditure by the Seller in any individual case in excess of $5,000.00 or in the aggregate in excess of $10,000; (i) any change in any accounting methods, policies or practices of the Seller; (j) any forgiveness or cancellation of debts or waiver of any claims or rights of Seller; (k) except in the ordinary course of business and consistent with past practice, cancelled or compromised practice any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed change in the terms of any of its properties employment agreement or assetscompensatory arrangement, or any bonus, pension, insurance or other employee benefit plan, or any payment or benefit made to or for any employee; (el) entered into any commitment or transaction not in the ordinary course of business that is material failure to the Company, taken as a whole, or made pay any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee except Liabilities in the ordinary course of business; (lm) declaredany mortgage, set aside or made any payments, dividends pledge or other distributions encumbrance of any asset of Seller; (n) any transaction by Seller, except in the ordinary course of business, consistent with past business practice; (o) any labor dispute which has affected or may affect the financial condition, the Acquired Assets or the business of Seller; (p) any amendment or termination of any contract, agreement or license to which Seller is a party, except in the ordinary course of business, consistent with past business practice; (q) any loan by Seller to any Stockholder person or entity, or guaranty by Seller of any loan; (r) any other holder event or condition of capital stock of the Company (except as expressly contemplated herein); orany character that has or might reasonably have a Material Adverse Effect; (ms) agreedany agreement, commitment or understanding, whether in writing or otherwisenot, to take any action described of the actions specified in this Section 3.103.7.

Absence of Changes. Except as permitted or contemplated by this Agreementset forth in Part 2.5 of the Disclosure Schedule, since March 31February 28, 1997, the Company has conducted its business only in the ordinary course and has not1999: (a) suffered there has not been any adverse change or changes in its working capitalin, condition (financial or otherwise)and no event has occurred that might have an adverse effect on, the business, condition, assets, liabilities, reservesoperations, business financial performance, net income or operations prospects of the Seller; (b) there has not been any loss, damage or destruction to, or any interruption in the use of, any of the assets of the Seller (whether or not covered by insurance) that individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the Company; (b) paid, discharged or satisfied any material liability, other than the payment, discharge or satisfaction of liabilities in the ordinary course of business); (c) written off as uncollectible the Seller has not purchased or otherwise acquired any receivableasset from any other Person, except for write-offs supplies acquired by the Seller in the ordinary course Ordinary Course of businessBusiness; (d) except in the ordinary course of business and consistent with past practice, cancelled Seller has not leased or compromised licensed any debts or waived or permitted to lapse asset from any claims or rights or sold, transferred or otherwise disposed of any of its properties or assetsother Person; (e) entered into any commitment or transaction the Seller has not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000expenditure; (f) made any change in any method of accounting the Seller has not sold or accounting practice, credit practices, collection policiesotherwise transferred, or payment policiesleased or licensed, any asset to any other Person; (g) except in the ordinary course of business consistent Seller has not written off as uncollectible, or established any extraordinary reserve with past practicerespect to, incurred any liabilities account receivable or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregateother indebtedness; (h) mortgaged, pledged, subjected the Seller has not made any loan or agreed to subject, any of its assets, tangible or intangible, advance to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactionsPerson; (i) soldthe Seller has not (i) established or adopted any Employee Benefit Plan, redeemedor (ii) paid any bonus or made any profit-sharing or similar payment to, acquired or otherwise transferred any equity increased the amount of the wages, salary, commissions, fees, fringe benefits or other interest in itselfcompensation or remuneration payable to, any of its directors, officers, employees or independent contractors; (j) increased any salaries, wages no Contract by which the Seller or any employee benefits for any employee of the Companyassets owned or used by the Seller is or was bound, except in or under which the ordinary course of business and consistent with past practiceSeller has or had any rights or interest, has been amended or terminated; (k) hiredthe Seller has not incurred, committed assumed or otherwise become subject to hire or terminated any employee except Liability, other than accounts payable (of the type required to be reflected as current liabilities in the ordinary course "liabilities" column of businessa balance sheet prepared in accordance with GAAP) incurred by the Seller in bona fide transactions entered into in the Ordinary Course of Business; (l) declared, set aside the Seller has not discharged any Encumbrance or made discharged or paid any payments, dividends indebtedness or other distributions to any Stockholder or any other holder of capital stock Liability, except for accounts payable that (i) are reflected as current liabilities in the "liabilities" column of the Company Unaudited Interim Balance Sheet or have been incurred by the Seller since May 31, 1999, in bona fide transactions entered into in the Ordinary Course of Business, and (except as expressly contemplated herein); orii) have been discharged or paid in the Ordinary Course of Business; (m) the Seller has not forgiven any debt or otherwise released or waived any right or claim; (n) the Seller has not changed any of its methods of accounting or accounting practices in any respect; (o) the Seller has not entered into any transaction or taken any other action outside the Ordinary Course of Business; and (p) the Seller has not agreed, whether committed or offered (in writing or otherwise, ) to take any action described of the actions referred to in this Section 3.10clauses "(c)" through "(o)" above.

Absence of Changes. Except as permitted or contemplated by for the execution and delivery of ------------------ this Agreement, the TBA and the transactions to take place pursuant hereto and except as set forth on Schedule 6.5(b) hereto or arising from Buyer's action or failure to perform under the TBA, since March 31, 1997, the Company has conducted its business only in the ordinary course and has not2000: (ai) suffered there has not been any adverse change or changes in its working capitalany event or development (including any damage, condition (financial destruction or otherwise)loss, assets, liabilities, reserves, business or operations (whether or not covered by insurance) that which, individually or in the aggregate has had or could together with other such events, would reasonably be expected to have result in a Material Adverse Effect on the CompanyEffect; (bii) paid, discharged or satisfied the Stations have not incurred any material liability, liabilities of a kind required by generally accepted accounting practices to be set forth on a balance sheet other than the payment, discharge or satisfaction of (A) liabilities in the ordinary course of business; (c) written off as uncollectible any receivable, except for write-offs in the ordinary course of business; (d) except incurred in the ordinary course of business and since March 31, 2000 consistent with past practice, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (eB) entered into any commitment or transaction not liabilities which in the ordinary course of business that is aggregate are not material to the CompanyBusiness, taken as a whole, (C) liabilities which are not Assumed Liabilities or made any capital expenditure or commitment in excess of $25,000;(D) liabilities set forth on the Financial Statements; and (fiii) made any change in any method Seller has not with respect to the operation of accounting or accounting practice, credit practices, collection policies, or payment policies;the Stations: (gA) amended or terminated any Lease or Material Contract except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (hB) mortgaged, pledged, pledged or subjected to any lien or agreed to subjectencumbrance, any of its assets, tangible or intangible, to any claim or Encumbrancethe Assets, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactionsPermitted Liens; (iC) sold, redeemed, acquired or otherwise transferred disposed of any equity Assets or entered into any agreement or other interest in itself; (j) increased any salaries, wages arrangement for such acquisition or any employee benefits for any employee of the Companydisposition, except in the ordinary course of business and consistent with past practice; (kD) hiredentered into any agreement, committed commitment or other transaction other than in the ordinary course of business consistent with past practice; (E) paid any bonus to hire or terminated any employee of the Stations or granted to any employee of the Stations any other increase in compensation in any form, except in the ordinary course of business; (l) declared, set aside or made any payments, dividends or other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein)business consistent with past practice; or (mF) agreed, whether operated the business of each Station other than in writing or otherwise, to take any action described in this Section 3.10the ordinary course consistent with past practice.

Absence of Changes. Except as permitted or contemplated by During the period beginning on the date of the Latest Balance Sheet and ending on the date of this Agreement, since March 31, 1997, , (a) the Company has conducted its business only in the ordinary course and has not:course; (ab) suffered there has not been any change event, change, occurrence or changes in its working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations (whether or not covered by insurance) circumstance that individually or in the aggregate has had or could would reasonably be expected to have a Material Adverse Effect on the Company;Effect; and (bc) paidthe Company has not: (i) sold, discharged assigned, transferred, leased or satisfied licensed any material liability, other than the payment, discharge or satisfaction of liabilities assets except for fair consideration in the ordinary course of business; (cii) written off as uncollectible entered into any receivableContract either involving more than $250,000 or outside the ordinary course of business; (iii) accelerated, except for write-offs terminated, modified or cancelled any Contract either involving more than $250,000 or outside the ordinary course of business (or had any other party thereto take such action); (iv) imposed or granted any Lien (other than Permitted Liens) on any of its assets; (v) made any capital expenditures or commitments therefore either involving more than $100,000 (individually or in the aggregate) or outside the ordinary course of business; (vi) made any capital investment in, any loan to or any acquisition of the securities or other assets of any Person either involving more than $100,000 (individually or in the aggregate) or outside the ordinary course of business, including, without limitation, the repurchase of inventory sold to its customers; (vii) incurred any Indebtedness; (viii) delayed or postponed the payment of accounts payable or other liabilities outside the ordinary course of business; (ix) cancelled, compromised, waived or released any right or claim either involving more than $100,000 (individually or in the aggregate) or outside the ordinary course of business; (x) sold, assigned, transferred or licensed any Intellectual Property outside the ordinary course of business; (xi) issued, sold or transferred any membership interests, securities convertible into its membership interests, warrants, options or other rights to acquire its membership interests or any bonds or debt securities; (xii) declared or made any payment or distribution of cash or other property to its members with respect to its membership interests or purchased or redeemed any of its membership interests; (xiii) experienced any material damage, destruction or loss to its assets (whether or not covered by insurance); (xiv) made any changes in any employee compensation, benefits, severance or termination agreement other than routine salary increases in the ordinary course of business; (dxv) except in the ordinary course received any notice or other indication from any customer (whether formal or informal) with respect to any warranty claims, termination of business and consistent with past practice, cancelled contracts or compromised any debts work orders or waived or permitted disputes as to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment amounts billed in excess of $25,000100,000; (fxvi) made any change in material Tax election, changed its annual accounting period, adopted or changed any method accounting method, filed any amended Tax Return, entered into any closing agreement, settled any Tax claim or assessment, surrendered any right to claim a refund of accounting Taxes, consented to any extension or accounting practice, credit practices, collection policieswaiver of the limitations period applicable to any Tax claim or assessment, or taken any similar action relating to the filing of any Tax Return or the payment policies; (g) except in the ordinary course of business consistent with past practice, incurred if any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee except in the ordinary course of business; (l) declared, set aside or made any payments, dividends or other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein)Tax; or (mxvii) agreed, whether in writing or otherwise, agreed to take do any action described in this Section 3.10of the foregoing.

Absence of Changes. Except as permitted or contemplated by this Agreement, since March 31, 1997, the Company has conducted its business only in the ordinary course and has not: (a) suffered any change or changes in its working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect material adverse effect on the Company's business, prospects or results of operations ("Material Adverse Effect"); (b) paid, discharged or satisfied any material liability, other than the payment, discharge or satisfaction of liabilities in the ordinary course of business; (c) written off as uncollectible any receivable, except for write-write- offs in the ordinary course of business; (d) except in the ordinary course of business and consistent with past practice, cancelled canceled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,0005,000; (f) made any change material changes in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate5,000; (h) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbranceencumbrance, except for liens for current personal property taxes not yet due and payable, payable for mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee except in the ordinary course of business; (l) declared, set aside or made any payments, dividends or other distributions to any Stockholder Shareholders, employee, independent contractor or any other holder of capital stock of the Company (except as expressly contemplated herein)other than in accordance with customary and past practices pursuant to existing agreements; or (m) agreed, whether in writing or otherwise, to take any action described in this Section 3.10Section.

Absence of Changes. Except as permitted or contemplated by this Agreement, since March Since December 31, 19971996, the except as ------------------ described on Schedule 3.16, there has not been any transaction or occurrence in ------------- which either Litho Company has conducted its business only in the ordinary course and has not: has: (a) suffered issued or delivered any change stock or changes in its working capital, condition (financial other securities or otherwise), assets, liabilities, reserves, business granted any options or operations (whether or not covered by insurance) that individually or in the aggregate has had or could reasonably be expected rights to have a Material Adverse Effect on the Company; purchase any securities; (b) paidborrowed any amount or incurred any liabilities (absolute or contingent), discharged or satisfied any material liability, other than the payment, discharge or satisfaction of liabilities except in the ordinary course of business; ; (c) written off as uncollectible made any receivable, loans or extended any credit to any individual or entity except for write-offs in the ordinary course of business; ; (d) except discharged or satisfied any lien or incurred or paid any obligation or liability (absolute or contingent) other than current liabilities shown on the Interim Balance Sheet or current liabilities incurred since such date in the ordinary course of business and consistent with past practice, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; business; (e) entered into declared any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, dividend or made any payment or distribution to the Litho Stockholders or purchased or redeemed any shares of its capital expenditure stock or commitment in excess of $25,000; other securities; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, pledged or subjected or agreed to subject, lien any of its assets, tangible or intangible, to any claim or Encumbrance, except for other than liens for current personal real property taxes not yet due and payable; (g) sold, mechanicsassigned or transferred any of its tangible assets, landlordsexcept for sale of inventory in the ordinary course of business, materialmenor entered into any discussions or negotiations for the sale, and assignment or transfer of any such assets, or cancelled any debts or claims; (h) sold, assigned or transferred any patents, trademarks, trade names, copyrights, or other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; Intellectual Property; (i) sold, redeemed, acquired suffered any material adverse change in its business or otherwise transferred any equity or other interest in itself; financial position; (j) increased made any salarieschange in its accounting policies or practices; (k) made any change in employee compensation or declared any bonuses; (l) entered into any transaction with a stockholder, wages director, officer or employee of either Litho Company or any employee benefits for member of such person's immediate family; (m) been notified of any employee dispute with or termination of any sales representative; (n) been notified of the Companytermination or threatened termination of any account which represents, except on average, over $50,000 in sales per year; or (o) entered into any transaction involving the payment or receipt of over $25,000, individually or in the aggregate, other than in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee except in the ordinary course of business; (l) declared, set aside or made any payments, dividends or other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly otherwise contemplated herein); or (m) agreed, whether in writing or otherwise, to take any action described in this Section 3.10hereby.

Absence of Changes. Except as permitted set forth in Schedule 2.6 or contemplated by this Agreementas reflected in the Interim Financial Statements, since March December 31, 19972003, the Company Seller’s business has conducted its business been operated only in the ordinary course consistent with past practice and there has notnot been any transaction or occurrence in which Seller has: (a) suffered any change Material Adverse Effect or changes in its working capitalany event, condition (financial occurrence, development or otherwise)state of circumstances which, assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or in the aggregate has had or aggregate, could reasonably be expected to have a Material Adverse Effect on the CompanyEffect; (b) paidissued or delivered any capital stock or other securities or granted any options or rights to acquire any capital stock or other securities; redeemed or repurchased, discharged directly or satisfied indirectly, any material liabilityshares of capital stock or other security or declared, set aside or paid any dividends or made any other than the payment, discharge distributions (whether in cash or satisfaction kind) with respect to any shares of liabilities in the ordinary course of businesscapital stock or other security; (c) written off as uncollectible incurred any receivable, except for write-offs in the ordinary course of business; Funded Debt or incurred or become subject to any Liability (dother than Funded Debt) except other than in the ordinary course of business and consistent with past practice, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (ed) entered into discharged or satisfied any commitment Lien or transaction not paid any Liability other than (i) current liabilities shown on the balance sheet as of December 31, 2003 included in the ordinary course of business Financial Statements, (ii) current liabilities incurred since that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except date in the ordinary course of business consistent with past practice, or (iii) Funded Debt shown on such balance sheet or incurred any liabilities or obligations (absolutesince December 31, accrued or contingent) in excess of $10,000 individually or $25,000 2003 in the aggregateordinary course of business consistent with past practice; (he) mortgaged, pledged, subjected or agreed to subject, any of its assetsAssets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactionsLien; (if) sold, redeemed, acquired assigned or otherwise transferred any equity of its Assets, or compromised or canceled any debts, claims or rights, other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except than in the ordinary course of business and consistent with past practice; (kg) hiredsold, committed to hire assigned or terminated transferred any employee except Intellectual Property or other intangible Assets; (h) suffered any damage, destruction or loss, whether or not covered by insurance, which materially and adversely affected the Assets or business of Seller, or suffered any extraordinary losses or waived any rights of substantial value, in each case whether or not in the ordinary course of business; (i) increased the rate of compensation payable or the level of employee benefits provided by it to any of its officers, directors, employees or agents over that being paid or provided to them at December 31, 2003, except general hourly rate increases and normal merit increases for employees (other than officers) in the ordinary course of business consistent with past practice; (j) terminated or amended any material Contract or other instrument to which it is a party or by which it or its Assets are bound or suffered any loss or termination, or threatened loss or termination, of any material business arrangement, including supplier arrangements; (k) through negotiation or otherwise, made any commitment or incurred any Liability, whether or not enforceable, to any labor organization; (l) declared, set aside or made any paymentsaccrual or arrangement for or payment of any bonus or special compensation of any kind to any officer, dividends director, employee or agent; (m) directly or indirectly paid or entered into a Contract to pay any severance or termination pay to any officer, director, employee or agent; (n) changed any of the accounting principles followed by it or the methods of applying such principles; (o) offered or extended more favorable prices, discounts or other distributions allowances than were offered or extended regularly on and prior to December 31, 2003; (p) loaned funds to or increased the aggregate amount of existing loans to any Stockholder Person; (q) entered into any commitments or transactions, whether or not in the ordinary course of business, involving aggregate value in excess of $50,000. (r) written off as uncollectible any account receivable in excess of $50,000 whether or not in the ordinary course of business; (s) hired or committed to hire any salesperson or other holder of capital stock of the Company (except as expressly contemplated herein)key employee or independent contractor, or terminated or had resign any salesperson or other key employee or independent contractor; or (mt) agreed, whether or not in writing or otherwisewriting, to take any action described in this Section 3.102.6.

Absence of Changes. Except as permitted set forth on the face of ------------------ the Most Recent Financial Statements or contemplated by this Agreementon Schedule 4.16, each Target has ------------- conducted its Business in the ordinary course, and since March 31, 19972002, the Company there has conducted its business only not been any transaction or occurrence in the ordinary course and has notwhich a Target has: (a) suffered any change change, effect or changes circumstance (except for changes, effects and circumstances in its working capitalthe ordinary course of business), in the business, operations, condition (financial or otherwise), liabilities, assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the Companyearnings; (b) incurred any obligations or liabilities of any nature other than items incurred in the ordinary course of business or increased (or experienced any change in the methods of calculating) any bad debt, contingency, or other reserve, other than in the ordinary course of business and consistent with GAAP; (c) paid, discharged discharged, or satisfied any material liabilityclaim, Lien or Liability (whether absolute, accrued, contingent, and whether due or to become due), other than the payment, discharge discharge, or satisfaction of liabilities in the ordinary course of business; (c) written off as uncollectible any receivablebusiness of claims, except for write-offs Liens, or Liabilities of the type reflected or reserved against in the Financial Statements or which were incurred in the ordinary course of business; (d) permitted, allowed, or suffered any of its properties or assets (real, personal or mixed, tangible, or intangible) to be subjected to any Lien, other than Permitted Encumbrances and purchase money security interests in acquired assets (all of which purchase money security interests are identified on Schedule 4.16); ------------- (e) written down or written up the value of any Inventory (including write-downs by reason of shrinkage or markdowns), determined as collectible any Accounts Receivable or any portion thereof which were previously considered uncollectable, or written off as uncollectable any Accounts Receivable or any portion thereof except in the ordinary course of business and consistent with past practice, GAAP; (f) cancelled or compromised any debts or waived or permitted to lapse any claims or rights other than in the ordinary course of business; (g) incurred any Indebtedness other than in the ordinary course of business; (h) paid, loaned, distributed, or advanced any amounts to, sold, transferred transferred, or leased any properties or assets (real, personal or mixed, tangible or intangible) to, purchased, leased, licensed, or otherwise acquired any such properties or assets from, or entered into any other agreement or arrangement with any Related Party (other than any of the Targets or subsidiaries thereof) other than in the ordinary course of business; (i) entered into, terminated or materially modified any collective bargaining or labor agreement (oral and legally binding or written), made any material change to any Target Benefit Plan (including the establishment of any new such plans or any amendment that extends the extension of coverage under any such plans to new groups of employees or other individuals not previously covered), or experienced any organized slowdown, work interruption, strike, or work stoppage; (j) sold, transferred, or otherwise disposed of any of its material properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) and assets except in the ordinary course of business consistent with past practice, incurred or made any liabilities acquisition of all or obligations (absoluteany part of the properties, accrued capital stock or contingent) in excess of $10,000 individually business or $25,000 in the aggregateany other Person; (hk) mortgaged, pledged, subjected granted or agreed to subject, incurred any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits obligation for any employee increase in the compensation or benefits of the Companyany officer of Target or, except in the ordinary course of business and consistent with past practicebusiness, any Employee (including, without limitation, any increase pursuant to any bonus, pension, profit-sharing, retirement, or other plan or commitment); (kl) hiredmade any material change in any method of accounting or accounting principle, committed practice, or policy; (m) suffered any casualty loss or damage in excess of $100,000 in the aggregate (whether or not insured against); (n) made or agreed to hire make any charitable contributions, illegal payments, bribes or terminated kickbacks or incurred or agreed to incur any employee non-business expenses; (o) amended any provision of its Organizational Documents or changed any of its authorized or issued capital stock or any rights with respect thereto; (p) engaged in any material transaction other than in the ordinary course of business; (q) materially changed any of its business policies, including advertising, investments, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies, except in the ordinary course of business; (lr) declaredterminated or failed to renew, set aside or received any written threat to terminate or fail to renew, any Contract or other agreement material to the Business, except in the ordinary course of business; (s) Since December 31, 2001, no Target has made any paymentsTax election, dividends adopted or other distributions changed any accounting method for Tax purposes, filed any amended Tax Return, consented to or entered into any Stockholder closing agreement or similar agreement with any other holder of capital stock of the Company (except as expressly contemplated herein)Taxing Authority, consented to or settled or compromised any Tax claim or assessment or taken any position inconsistent with any past practice on any Tax Return; or (m) agreed, whether in writing or otherwise, to take any action described in this Section 3.10.

Absence of Changes. Except as permitted or contemplated by this Agreement, since March 31, 1997set forth on Schedule 5.20, the business of the Company and its Subsidiaries has been conducted its business only in the ordinary course consistent with past practice and there has notbeen no Material Adverse Effect since the Latest Balance Sheet Date. Except as set forth on Schedule 5.20, since the Latest Balance Sheet Date, neither the Company nor any of its Subsidiaries has: (a) suffered incurred any change Indebtedness or changes in its working capitalincurred or become subject to any material Liabilities, condition (financial or otherwise), assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or except current Liabilities incurred in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the Companyordinary course of business consistent with past practice; (b) paid, discharged or satisfied any material liabilityLien or paid any material obligation or Liability, other than the payment, discharge or satisfaction of liabilities current Liabilities paid in the ordinary course of business; (c) written off as uncollectible declared, set aside or made any receivablepayment or distribution of cash (including so-called “tax distributions”) or other property to any of its shareholders with respect to such shareholder’s capital stock or otherwise, except for write-offs in the ordinary course or purchased, redeemed or otherwise acquired any shares of businessits capital stock or other equity securities (including any warrants, options or other rights to acquire its capital stock or other equity securities); (d) except in the ordinary course of business and consistent with past practice, cancelled mortgaged or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of pledged any of its properties or assetsassets or subjected them to any Lien; (e) entered into sold, assigned, transferred, leased, licensed or otherwise encumbered any commitment or transaction not in the ordinary course of business that is material to the Companyits tangible assets, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred or canceled any liabilities material debts or obligations claims; (absolutef) sold, accrued assigned, transferred, leased, licensed or contingentotherwise encumbered any Intellectual Property, disclosed any proprietary confidential information to any Person (other than to the Purchaser and its Affiliates or other than in the ordinary course of business consistent with past practice in circumstances in which it has imposed reasonable confidentiality restrictions), or abandoned or permitted to lapse any Intellectual Property; (g) made or granted any bonus or any wage or salary increase to any employee making an annual salary equal to greater than $75,000 (except as required by pre-existing contracts described on Schedule 5.11), or made or granted any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement or entered into, amended or terminated any collective bargaining agreement or other employment agreement; (h) implemented any plant closing or other layoff of employees that could implicate the Worker Adjustment and Retraining Notification Act, as amended, or any similar foreign, state or local law, rule or regulation; (i) suffered any extraordinary losses or waived any rights of material value (whether or not in the ordinary course of business or consistent with past practice) in excess of $10,000 individually or $25,000 50,000 in the aggregate; (hj) mortgaged, pledged, subjected made capital expenditures or agreed commitments therefor that amount in the aggregate to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactionsmore than $50,000; (ik) sold, redeemed, acquired delayed or otherwise transferred postponed the payment of any equity accounts payable or commissions or any other interest in itselfLiability or obligation or agreed or negotiated with any party to extend the payment date of any accounts payable or commissions or any other Liability or obligation or accelerated the collection of (or discounted) any accounts or notes receivable; (jl) increased made any salariesloans or advances to, wages guaranties for the benefit of, or any employee benefits for investments in, any employee of Person (other than advances to the Company, except ’s or its Subsidiaries’ employees in the ordinary course of business and consistent with past practice); (km) hiredmade any charitable contributions or pledges exceeding in the aggregate $10,000 or made any political contributions; (n) suffered any damage, committed to hire destruction or terminated casualty loss exceeding in the aggregate $25,000, whether or not covered by insurance; (o) made any employee except change in any method of accounting or accounting policies or made any write-down in the value of its inventory that is material or that is other than in the usual, regular and ordinary course of business consistent with past practice or reversed any accruals (whether or not in the ordinary course of businessbusiness or consistent with past practice); (lp) declaredtaken any steps to incorporate any Subsidiary; (q) amended its articles of incorporation, set aside or made any payments, dividends bylaws or other distributions similar constituent documents; (r) entered into any agreement or arrangement prohibiting or restricting it from freely engaging in any business or otherwise restricting the conduct of its business anywhere in the world; (s) taken any action or failed to take any Stockholder action that has, had or would reasonably be expected to have the effect of accelerating to pre-Closing periods sales to customers or other revenues that would otherwise be expected to take place or be incurred after the Closing; (t) entered into, amended or terminated any contract other than in the ordinary course of business consistent with past practice, entered into any other holder material transaction, whether or not in the ordinary course of capital stock of the Company (except as expressly contemplated herein)business or consistent with past practice, or materially changed any business practice; or (mu) agreed, whether orally or in writing or otherwisewriting, to take do any action described in this Section 3.10of the foregoing.

Absence of Changes. Except as permitted or contemplated by this Agreementset forth in SCHEDULE 4.7, since March 31November 30, 19971999, the Company has conducted its business only in the ordinary course none of Trex, TrexCom (Asia), LNR and has notEMP has: (a) suffered any change Material Adverse Effect; (b) experienced any event or changes condition that would reasonably be expected to cause a Material Adverse Effect to occur in its working capitalthe future; (c) incurred, condition (financial assumed, guaranteed or discharged any debt, claim, commitment, obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due (including any indebtedness for borrowed money), assetsin excess of $50,000 individually or $200,000 in the aggregate, liabilitiesexcept current liabilities for trade or business obligations incurred in connection with the purchase of goods or services in the ordinary course of business consistent (in amount and kind) in all material respects with prior practice; (d) mortgaged, reservespledged or subjected to any other Lien, any property, business or operations assets, tangible or intangible, other than Permitted Liens; (e) sold, transferred, leased to others or otherwise disposed of any of the assets of the Business, in excess of $50,000 individually or $200,000 in the aggregate, except for Inventories sold in the ordinary course of business (consistent in all material respects with past practice), or canceled or compromised any debt, claim, commitment, liability or obligation, or waived or released any right of substantial value, involving an amount in excess of $50,000 individually or $200,000 in the aggregate; (f) received any written notice of termination of any Contract with required payments thereunder in excess of $50,000; (g) suffered any damage, destruction or loss (whether or not covered by insurance) that individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the Company; (b) paidproperty, discharged or satisfied any material liability, other than the payment, discharge or satisfaction of liabilities in the ordinary course of business; (c) written off as uncollectible any receivable, except for write-offs in the ordinary course of business; (d) except in the ordinary course of business and consistent with past practice, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,00050,000 individually or $200,000 in the aggregate; (fh) made any change in any method of accounting transferred or accounting practice, credit practices, collection policies, or payment policies; granted (g) except in the ordinary course of business consistent in all material respects with past practice) any rights under, incurred or entered into any liabilities settlement regarding the breach, misappropriation, infringement or obligations (absoluteviolation of, accrued any Intellectual Property, or contingent) modified any existing rights with respect thereto in a manner involving payments by or to the Business in excess of $10,000 50,000 individually or $25,000 200,000 in the aggregate; (hi) mortgagedmade any change in the rate of compensation, pledgedcommission, subjected bonus or other direct or indirect remuneration payable, or paid or agreed or made any enforceable oral promise to subjectpay, conditionally or otherwise, any of its assetsbonus, tangible incentive, retention or intangibleother compensation, retirement, welfare, fringe or severance benefit or vacation pay, to or in respect of any claim employee, distributor or Encumbranceagent, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and in each case other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except than increases in the ordinary course of business and consistent in all material respects with past practicepractice in the compensation payable to those employees earning less than $75,000 per annum each; (j) made any change in its accounting, auditing or tax methods, practices or principles; (k) hiredencountered any labor union organizing activity with respect to the Business, committed to hire had any actual or terminated threatened employee strikes, work stoppages, slowdowns or lockouts, or had any employee except material and adverse change in its relations with its employees, distributors, agents, customers or suppliers; (l) entered into any transaction, contract, arrangement, order, license, lease, permit, instrument, agreement or commitment, involving an amount per year in excess of $50,000 individually or $200,000 in the aggregate, other than in the ordinary course of businessbusiness consistent (in amount and kind) in all material respects with past practice, or paid or agreed to pay any brokerage or finder's fee, or incurred any severance pay obligations by reason of, this Agreement or any of the transactions contemplated hereby; (lm) declared, set aside or made any payments, dividends or other distributions grant of credit to any Stockholder customer or distributor on terms or in amounts materially more favorable than had been extended to that customer or distributor in the past; (n) taken any other holder action or knowingly omitted to take any action that would result in the occurrence of any of the foregoing; or (o) received written notice of any condemnation proceedings commenced with respect to any Real Estate Asset or written notice as to the proposed commencement of any such proceedings. Notwithstanding the foregoing or anything else in this Agreement, based solely on the truth and accuracy of Seller's representation in SECTION 4.24(B), MCK acknowledges that prior to the date hereof (i) Trex distributed to Seller all the issued and outstanding shares of capital stock of CCS held by Trex, and Seller sold the Company CCS Business by way of a sale of all the issued and outstanding shares of capital stock of CCS held by Seller prior to the Closing Date, (except ii) Seller has purchased all of the issued and outstanding Shares of capital stock of Trex not previously owned by Seller from the other holders of such issued and outstanding Shares, and (iii) Seller, Trex, TrexCom (Asia), LNR and EMP have taken the actions described on SCHEDULE 4.24A(A) in an effort to satisfy all the obligations owing to certain former stockholders of LNR pursuant to an Agreement and Plan of Merger dated as expressly contemplated hereinof November 13, 1998, by and among Trex, LNR Acquisition Corp., LNR and the stockholders of LNR (the "LNR ACQUISITION AGREEMENT"); or (m) agreed, whether in writing none of which actions has been a violation of any representation or otherwise, to take any action described warranty contained in this Section 3.10Agreement.

Absence of Changes. Except as permitted or contemplated by this Agreementset forth on Schedule 6.6, since March 31, 1997the Balance Sheet Date, the Company Medical Business has conducted its business only been operated in the ordinary course and consistent with past practice and there has notnot been: (a) suffered any material adverse change or changes in its working capital, the condition (financial or otherwise), assetsassets (including, without limitation, levels of working capital and the components thereof), liabilities, reservesoperations, results of operations, earnings, business or operations prospects of the Medical Business; (b) any damage, destruction or loss (whether or not covered by insurance) that individually in an aggregate amount exceeding $25,000 affecting any asset or in property of the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the CompanyMedical Business; (bc) paidany obligation or liability (whether absolute, discharged accrued, contingent or satisfied otherwise and whether due or to become due) created or incurred, or any material liabilitytransaction, contract or commitment entered into, by the Medical Business other than the payment, discharge such items created or satisfaction of liabilities incurred in the ordinary course of business; (c) written off as uncollectible any receivable, except for write-offs in the ordinary course of business; (d) except in the ordinary course of business and consistent with past practice, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business Medical Business and consistent with past practice; (kd) hiredany payment, committed discharge or satisfaction of any claim, lien, encumbrance, liability or obligation by the Medical Business outside the ordinary course of the Medical Business (whether absolute, accrued, contingent or otherwise and whether due or to hire become due); (e) any license, sale, transfer, pledge, mortgage or terminated other disposition of any employee tangible or intangible asset of the Medical Business except in the ordinary course of businessthe Medical Business and consistent with past practice; (f) any write-off as uncollectible of any accounts receivable in connection with the Medical Business or any portion thereof in excess of $5,000 in the aggregate exclusive of all normal contractual adjustments from third party payors; (g) except for all normal contractual adjustments from third party payors, any account receivable in connection with the Medical Business in an amount greater than $10,000 which (i) has become delinquent in its payment by more than 90 days, (ii) has had asserted against it any claim, refusal to pay or right of set-off, (iii) an account debtor has refused to pay for any reason or with respect to which such account debtor has become insolvent or bankrupt or (iv) has been pledged to any third party; (h) any cancellation of any debts or claims of, or any amendment, termination or waiver of any rights of material value to, the Medical Business; (i) any general uniform increase in the compensation of employees of the Medical Group or the Medical Business (including, without limitation, any increase pursuant to any bonus (such as that payable to Xxxxxx Xxxxx through 1997), pension, profit-sharing, deferred compensation arrangement or other plan or commitment) or any increase in compensation payable to any officer, employee, consultant or agent thereof, or the entering into of any employment contract with any officer or employee, or the making of any loan to, or the engagement in any transaction with, any officer of the Medical Group or the Medical Business; (j) any change in the accounting methods or practices followed in connection with the Medical Business or any change in depreciation or amortization policies or rates theretofore adopted; (k) any agreement or commitment relating to the sale of any material fixed assets of the Medical Business; (l) declared, set aside or made any payments, dividends or other distributions to any Stockholder or any other holder of capital stock transaction relating to the Medical Business other than in the ordinary course of the Company (except as expressly contemplated herein)Medical Business and consistent with past practice; or (m) agreedany agreement or understanding, whether in writing or otherwise, for the Medical Business to take any action described of the actions specified in this Section 3.10items (a) through (l) above.

Absence of Changes. Except as permitted or set forth in Schedule 3.9, as contemplated by Section 2.7(b) or as required by this Agreement or by any Ancillary Agreement, (a) from June 30, 2003 to the date of this Agreement, since March 31, 1997, Sellers have conducted the Company has conducted its business Business in all material respects only in the usual and ordinary course consistent with past practice, and (b) since June 30, 2003, there has not: (a) suffered not been any change or changes in its working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations (whether or not covered by insurance) event that individually or in the aggregate with all other events has had had, or could reasonably be expected to have, a Seller Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth in Schedule 3.9, from June 30, 2003 to the date of this Agreement, none of the Sellers or the Acquired Companies has: (i) entered into, amended in any material respect or extended any Material Business Contract or other Contract that would have been a Material Adverse Effect on Business Contract had it been entered into, amended or extended, in each case, outside the Companyordinary course of business consistent with past practice; (bii) other than Investment Assets and other than acquisitions, dispositions or transfers in the ordinary course of business consistent with past practice, acquired, disposed of or transferred any asset relating to the Business or that presently does or would constitute part of the Transferred Assets, in each case, with a value in excess of $1,000,000 per such asset or $5,000,000 in the aggregate; (iii) paid, discharged or satisfied any material liability, claim or Liability relating to the Business other than the payment, discharge or satisfaction of liabilities claims and Liabilities reserved against in the ordinary course of business; (c) written off as uncollectible any receivableBusiness Financial Statements, except for write-offs in the ordinary course of business; (d) except subject to reimbursement by insurance or indemnity, or accrued in the ordinary course of business and consistent with past practice, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed practice since the date of any of its properties or assetsthe Business Financial Statements; (eiv) entered into declared, set aside, made or paid any commitment dividend or transaction not other distribution in respect of any Equity Interests of any Acquired Company or otherwise purchased or redeemed, directly or indirectly, any Equity Interests of any Acquired Company; (v) other than in connection with the management of Investment Assets associated with the Business or in the ordinary course of business that is material to the Companyconsistent with past practice, taken as a whole, (A) incurred indebtedness for borrowed money or made any capital expenditure or commitment guaranteed such indebtedness of another Person in excess of $25,0001,000,000, (B) made any loans or advances of borrowed money or capital contributions to, or equity investments in, any other Person or group of related loans, and advances or contributions in excess of $1,000,000 or (C) issued or sold any debt securities, in each case, with respect to the Business; (fvi) issued, sold, granted, conferred, awarded, pledged, or otherwise encumbered any Equity Interests of any Acquired Company; (vii) other than in connection with the management of Investment Assets acquired (by merger, consolidation, acquisition of stock or assets or otherwise) any Person or assets comprising a business in connection with the Business or made in connection with the Business any material investment, either by purchase of any Equity Interests, or contribution to capital, in or of any other Person in an amount, in cash or property, in excess of $5,000,000; (viii) promised, granted or agreed to grant any bonus or increased the contributions to benefit plans, the compensation or benefits of any Business Employee, other than in the ordinary course of business consistent with past practice and other than as required by Applicable Law; (ix) (A) made any material change with respect to the Business in any (1) accounting or financial reporting principles, practices, methods or policies, except as may be required by Applicable Law, GAAP or SAP or (2) method of accounting calculating any bad debt contingency or accounting practiceother reserve for accounting, credit practicesfinancial reporting or Tax purposes, collection policiesexcept, in each case, as may be appropriate to conform to Applicable Law, GAAP or SAP, or payment policies; (gB) except in the ordinary course of business consistent with past practice, incurred made any liabilities change with respect to the Business in any pricing, employment, practices, methods or obligations policies; (absolutex) made or determined to make any material addition to or material release from Reserves for future insurance policy or reinsurance Contract benefits, accrued or contingentother insurance policy claims and benefits related to the Business, other than (i) as a result of new business produced, (ii) in the ordinary course of business consistent with past practice or (iii) as is otherwise consistent with the Statement of Net Settlement Methods; (xi) made any material change in the actuarial, investment (including allocation of investments among segments of CGLIC’s general account and derivatives transactions), reserving, hedging, underwriting or claims administration policies, practices or principles with respect to the Business, except as may be appropriate to conform to Applicable Law, GAAP or SAP; (xii) made any material changes, other than in the ordinary course of business consistent with past practice, in the terms or policies with respect to, the appointment of Producers or the payment of commissions to any Producer, to the extent related to the Business; (xiii) disposed of or failed to keep in effect any material rights in, to, or for the use of any of the Intellectual Property except for rights which expire or terminate in accordance with their terms; (xiv) made or authorized with respect to the Business any single capital expenditure in excess of $10,000 individually 1,000,000 or capital expenditures in excess of $25,000 5,000,000 in the aggregate; (hxv) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except than in the ordinary course of business and consistent with past practicepractice or in an amount in excess of $1,000,000, with respect to the Business, forgiven, cancelled, compromised, waived or released any debts, claims or rights; (kxvi) hiredamended the Organizational Documents of any Acquired Company, committed to hire or terminated adopted or entered into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of any employee except in the ordinary course of businessAcquired Company; (lxvii) declaredundertaken any write down in the book value of (A) any Investment Assets by an amount in excess of $1,000,000 or (B) any other Transferred Assets by an amount in excess of $1,000,000, set aside or made any payments, dividends or other distributions except in each case as is otherwise consistent with the Statement of Net Settlement Methods; (xviii) agreed to any Stockholder material change in the schedule of fees charged to customers pursuant to outstanding Separate Account Subject Contracts; (xix) terminated, assigned or attempted to assign any other holder of capital stock of the Company (except as expressly contemplated herein)Investment Advisory Contracts; or (mxx) agreed, whether agreed in writing or otherwise, to take otherwise taken any action of the actions described above in clauses (i) through (xix) of this Section 3.103.9.

Absence of Changes. Except as permitted or set forth on Schedule 2.7, and except as contemplated by this Agreement, since March December 31, 19972005, the Company Business has conducted its business been operated only in the ordinary course and Seller has not: (ai) suffered any material adverse change or changes in its working capital, condition (financial or otherwise)otherwise condition, assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the Companyoperations; (bii) paid, discharged or satisfied any material liability, liability other than the payment, discharge or satisfaction of liabilities in the ordinary course of business; (ciii) written off as uncollectible any receivable, except for write-offs account receivable other than in the ordinary course of business; (div) except in the ordinary course of business and consistent with past practice, cancelled or compromised any debts or waived or permitted to lapse any debts, claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (ev) entered into any commitment commitments or transaction transactions not in the ordinary course of business that is material to the Company, taken as a whole, involving aggregate value in excess of $25,000 or made any aggregate capital expenditure expenditures or commitment commitments in excess of $25,000; (fvi) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (gvii) except in the ordinary course of business consistent with past practicesold, incurred assigned or transferred any liabilities tangible asset or obligations (absoluteany patents, accrued trademarks, trade names, copyrights or contingent) in excess of $10,000 individually or $25,000 in the aggregateother intangible assets; (hviii) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactionsLien; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (jix) increased any salaries, wages or any employee benefits or made any arrangement for payment of any bonus or special compensation for any employee who devotes substantially all of their time to the operation of the Company, except in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee except Business other than in the ordinary course of business; (lx) declaredhired or committed to hire any employee; or terminated any employee other than in the ordinary course of business; (xi) terminated or amended any material contract, set aside or made any payments, dividends license or other distributions to instrument or suffered any Stockholder loss or termination or of a threatened loss or termination of any other holder of capital stock of the Company (except as expressly contemplated herein); orexisting material business arrangement or supplier; (mxii) agreed, whether sold or otherwise transferred any interest in writing the Business or otherwise, the Assets; (xiii) had any patients for whom xxxxxxxx in the preceding six (6) months exceeded $50,000 either: (a) transferred to take any action described in this Section 3.10.the care of another home care provider; (b) expire; (

Absence of Changes. Except Since June 30, 2007, the Seller has not, except as permitted disclosed on Schedule 3.11 attached hereto: 3.11.1 transferred, assigned, conveyed or liquidated any of the Assets or any portion of the Business or entered into any transaction, other than the transactions contemplated by this Agreement, since March 31, 1997, or incurred any liability or obligation which would affect the Company has conducted its business only Assets or be included in the ordinary course and has not: (a) Assumed Liabilities, other than in the Ordinary Course of Business; Columbia 923192 v7 3.11.2 suffered any materially adverse change in the Business, operations, or changes financial condition in its working capitalthe Business or become aware of any event which would be reasonably expected to result in any such material adverse change; 3.11.3 suffered any destruction, condition (financial damage or otherwise)loss, assets, liabilities, reserves, business relating to the Assets or operations (the Business whether or not covered by insurance) that individually ; 3.11.4 committed, suffered, permitted or incurred any default in any liability or obligation which could impose a lien or other encumbrance on any of the Assets; 3.11.5 made or agreed to any change in the aggregate has had terms of any contract or could reasonably be expected instrument to have which it is a Material Adverse Effect on party which is included in the CompanyAssumed Liabilities; (b) paid3.11.6 waived, discharged or satisfied any material liabilitycancelled, other than the payment, discharge or satisfaction of liabilities in the ordinary course of business; (c) written off as uncollectible any receivable, except for write-offs in the ordinary course of business; (d) except in the ordinary course of business and consistent with past practice, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred sold or otherwise disposed of of, for less than the face amount thereof, any of its properties material claim or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) right which it has against others valued in excess of $10,000 individually or $25,000 other than in the aggregateOrdinary Course of Business; (h) mortgaged3.11.7 paid, pledged, subjected or agreed to subjectpay or incurred any obligation for any payment for, any contribution or other amount to, or with respect to, any Employee Benefit Plan covering any of its assetsthe Business Employees other than in the Ordinary Course of Business consistent with prior practice, tangible or intangible, paid any bonus to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except Business Employees other than in the ordinary course Ordinary Course of business and Business consistent with past prior practice; (k) hired, committed to hire or terminated any employee except in the ordinary course of business; (l) declared, set aside or made any paymentsincrease in the pension, dividends retirement or other distributions to benefit plans or policies of the Business Employees other than in the Ordinary Course of Business; 3.11.8 committed, suffered, permitted or incurred any Stockholder transaction or event which would increase Seller’s tax liability for any prior taxable year; 3.11.9 incurred any other holder material liability or obligation or entered into any material transaction other than in the Ordinary Course of capital stock of the Company (except as expressly contemplated herein)Business; or (m) agreed3.11.10 permitted or allowed any of the Assets to be subjected to any mortgage, whether in writing pledge, lien, security interest, encumbrance, restriction, or otherwisecharge of any kind, to take any action described in this Section 3.10other than Permitted Liens.

Absence of Changes. Except as permitted Since September 30, 1999, no event has ------------------ occurred or condition changed that has had, either individually or in the aggregate, a Material Adverse Effect. Since September 30, 1999, other than in connection with the transactions contemplated by this Agreement, since March 31, 1997, the Company has Companies and their subsidiaries have conducted its their business only in the ordinary course course, in substantially the same manner in which it has been previously conducted and has notno Company nor any of its subsidiaries has, without the written consent of the Purchaser: (a) suffered purchased or redeemed any change shares of its membership interests or changes in its working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the Companycapital stock; (b) paidmortgaged, discharged pledged or satisfied subjected to any material liabilityLien any of its properties or assets, other than the payment, discharge or satisfaction of liabilities except for Liens incurred in the ordinary course of businessbusiness and Permitted Liens; (c) written off except as uncollectible required by GAAP, made any receivable, except material change in its accounting principles or the methods by which such principles are applied for write-offs in the ordinary course of businessfinancial reporting purposes; (d) except increased the compensation of any officer or employee, other than (i) in the ordinary course of business and consistent with past practice, cancelled practice or compromised any debts or waived or permitted (ii) to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assetscomply with applicable law; (e) entered into disposed or agreed to dispose of any commitment material properties or transaction not assets necessary for the conduct of their business, other than in the ordinary course of business; (f) canceled or forgiven any material debts or claims except in the ordinary course of business; (g) incurred any loss materially and adversely affecting any of its assets or properties as the result of any fire, explosion, flood, windstorm, earthquake, labor trouble, riot, accident, act of God, or public enemy or armed forces or other casualty; (h) incurred any indebtedness other than in the ordinary course of business that is material to or assumed, guaranteed or otherwise became responsible for the Company, taken as a whole, or made indebtedness of any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except other party other than in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactionsbusiness; (i) solddeclared or made payment of, redeemedor set aside for payment, acquired any dividends or otherwise transferred distributions of any equity or other interest in itselfassets; (j) increased written down the value of any salaries, wages material assets or written-off as uncollectible any employee benefits for any employee of the Companymaterial notes or accounts receivable, except write-downs and write-offs in the ordinary course of business and consistent with past practicebusiness, none of which individually or in the aggregate, are material; (k) hired, committed to hire or terminated entered into any employee except transaction other than in the ordinary course of business; (l) declaredentered into any government contract or any customer contract involving in excess of $1,000,000; (m) submitted a proposal involving in excess of $1,000,000; (n) entered into any teaming agreement or joint venture agreement; (o) entered into any employment, set aside severance or change-of-control agreement; (p) directly or indirectly paid any severance or termination pay to any officer or employee in excess of three months' salary; (q) made capital expenditures or entered into commitments therefor, aggregating more than $1,000,000; (r) amended or otherwise changed any of the organizational documents of the Companies or their subsidiaries; (s) issued or sold, authorized for issuance or sale, granted any options or made any payments, dividends or other distributions agreements with third parties with respect to any Stockholder equity interest in the Companies or their subsidiaries; (t) established or adopted any other holder of Plan; modified, amended, or restated in any material respect, or terminated any Plan; (u) compromised or settled any material claim; (v) acquired the capital stock or equity interests of another entity or acquired all or substantially all of the Company (except as expressly contemplated herein)assets of another entity; or (mw) agreedmade an agreement to do any of the foregoing. provided, whether in writing however, that no provision of this Agreement shall restrict the -------- ------- ability of any Company or any of its subsidiaries to distribute all of its cash, cash equivalents and intercompany accounts receivable or use all of its cash and cash equivalents on or prior to the close of the business day immediately preceding the Closing Date, through legal dividends to its stockholders, repayment of outstanding liabilities or otherwise, to take any action described in this Section 3.10.

Absence of Changes. Except as permitted or contemplated by Since April 30, 1998 (except for the execution and delivery of this Agreement, since March 31, 1997, the Company has conducted its business only in the ordinary course and Seller has not: (a) suffered had any material change or changes in its working capital, condition (financial or otherwise), operations (present or prospective), business (present or prospective), properties, assets, or liabilities, reservesother than changes in the ordinary course of business, business none of which has been materially adverse; (b) suffered any damage, destruction or operations loss of physical property (whether or not covered by insurance) that individually materially adversely affecting its condition (financial or otherwise) or operations (present or prospective); (c) incurred or agreed to incur any indebtedness for borrowed money; (d) paid or obligated itself to pay in excess of $50,000 in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the Companyfor fixed assets; (be) paidsuffered any substantial loss or waived any substantial right; (f) sold, discharged transferred or satisfied otherwise disposed of, or agreed to sell, transfer or otherwise dispose of, any material liabilityassets having a fair market value at the time of sale, transfer or disposition of $10,000 or more in the aggregate, or cancelled, or agreed to cancel, any debts or claims, other than the payment, discharge or satisfaction of liabilities in the ordinary course of business; (cg) written off as uncollectible mortgaged, pledged or subjected to any receivablecharge, except lien, claim or encumbrance, or agreed to mortgage, pledge or subject to any charge, lien, claim or encumbrance, any of its properties or assets; (h) increased, or agreed to increase, the compensation or bonuses or special compensation of any kind of any of its officers, employees or agents over the rate being paid to them on April 30, 1998, other than normal merit and/or cost-of-living increases pursuant to customary arrangements consistently followed, or adopted or increased any benefit under any insurance, pension or other employee benefit plan, payment or arrangement made to, for write-offs or with any such officer, employee or agent; (i) lost any major customer or had any material order cancelled or knows of any threatened cancellation of any material order; (j) made or permitted any material amendment or termination of any material contract, agreement or license to which it is a party other than in the ordinary course of business; (dk) except in the ordinary course had any resignation or termination of business and consistent with past practice, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed employment of any of its properties key officers or assetsemployees or knows of any impending or threatened resignation or resignations or termination or terminations of employment that would have a material adverse effect on its operations (present or prospective) or business (present or prospective); (el) had any labor trouble or knows of any impending or threatened labor trouble; (m) made any change in its accounting methods or practices with respect to its condition, operations, business, properties, assets or liabilities; or (n) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee except in the ordinary course of business; (l) declared, set aside or made any payments, dividends or other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein); or (m) agreed, whether in writing or otherwise, to take any action described in this Section 3.10.

Absence of Changes. Except as permitted or contemplated for the return to the Solmecs Shareholder of an aggregate of 50,000 shares of the Common Stock of the Solmecs Shareholder (the "Bayou Stock") held by this AgreementSolmecs, Solmecs has not since March 31June 30, 19971996, the Company has conducted its business only in the ordinary course and has not: (a) suffered issued any change stock, bond or changes in its working capital, condition other corporate or partnership security (financial including without limitation securities convertible into or otherwiserights to acquire capital stock of Solmecs), assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the Company; ; (b) paidborrowed any amount or incurred or become subject to any liability (absolute, discharged accrued or satisfied any material liabilitycontingent), other than the paymentexcept current liabilities incurred and liabilities under contracts entered into, discharge or satisfaction all of liabilities which were in the ordinary course of business; ; (c) written off as uncollectible discharged or satisfied any receivable, except for write-offs in the ordinary course of business; (d) except in the ordinary course of business and consistent with past practice, cancelled lien or compromised encumbrance or incurred or paid any debts obligation or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations liability (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 other than current liabilities shown on the most recent balance sheet included in the aggregate; Solmecs Financial Statements and current liabilities incurred in the ordinary course of business since the most recent balance sheet included in the Solmecs Financial Statements; (hd) declared or made any payment or distribution (whether in cash, securities, other property or any combination thereof) on or in respect of the capital stock of Solmecs or purchased or redeemed any shares of its capital stock or other securities; (e) mortgaged, pledged, pledged or subjected or agreed to subject, lien any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (if) sold, redeemed, acquired assigned or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee its tangible assets except in the ordinary course of business; , or canceled any debt or claim; (lg) declaredsold, set aside assigned, transferred or made granted any paymentslicense with respect to any patent, dividends trademark, trade name, service mark, xxpyright, trade secret or other distributions to intangible asset; (h) suffered any Stockholder loss of property or waived any right of substantial value whether or not in the ordinary course of business; (i) suffered any material adverse change in its relations with, or any other holder loss or threatened loss of, any of capital stock of the Company its Suppliers (except as expressly contemplated hereindefined in Section 3.21 hereof); or (mj) agreed, whether in writing or otherwise, to take any action described in this Section 3.10.with respect to

Absence of Changes. Except as permitted or contemplated by Since the date of this Agreement, since March 31there have been no events, 1997circumstances or conditions, the Company has conducted its business only or series of events, circumstances or conditions, which have had or would reasonably be expected to have, in each case, individually or in the ordinary course aggregate, a Material Adverse Effect. Between the Reference Date and has notthe date of this Agreement: (a) suffered the Company and its subsidiaries have operated in the Ordinary Course of Business; Table of Contents (b) there have been no events, circumstances or conditions, or series of events, circumstances or conditions, which have had or would reasonably be expected to have, in each case, individually or in the aggregate, a Material Adverse Effect; (c) there has not been any change material damage, destruction, impairment or changes in its working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations loss (whether or not covered by insurance) that individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the Company; (b) paid, discharged or satisfied any material liability, other than assets of the payment, discharge Company or satisfaction any of liabilities in the ordinary course of business; (c) written off as uncollectible any receivable, except for write-offs in the ordinary course of business;its subsidiaries; and (d) except none of the Company or any of its subsidiaries has taken any of the following actions: (i) (A) granted any increase in the ordinary course compensation or fringe benefits (including severance or similar benefits) of any present or former director, officer or employee of the Company or its subsidiaries (except for increases in salary or wages in the Ordinary Course of Business), (B) paid any severance or termination pay (other than accrued paid time off and business and consistent with past practiceexpense reimbursements) to any present or former director, cancelled officer or compromised employee of the Company or its subsidiaries or (C) issued any debts Equity Interests; (ii) incurred or assumed any Liabilities for borrowed money or guaranteed any such Liabilities; (iii) canceled any indebtedness or waived or permitted to lapse any claims or rights or soldhaving a value, transferred or otherwise disposed of any of its properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Companyaggregate, taken as a whole, or made any capital expenditure or commitment in excess of $25,000100,000; (fiv) made any change in any method of accounting or accounting practice, credit practices, collection policies, practice or payment policiespolicy; (gv) except made or incurred any capital expenditure, other than in the ordinary course Ordinary Course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregateBusiness; (hvi) mortgagedsold, pledged, subjected leased or agreed to subject, otherwise disposed of any of its material assets, other than (a) replacement of equipment and other tangible assets in the Ordinary Course of Business or (b) the disposition of unused and obsolete equipment in immaterial amounts; (vii) made any loan, advance, or capital contribution to or investment in any Person (other than routine travel and business expense advances made to directors or employees in the Ordinary Course of Business); (viii) created or incurred any Encumbrance (other than Permitted Encumbrances) on any of the assets or properties (whether tangible or intangible, to ) of the Company or any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and of its subsidiaries other statutory liens, than purchase money security interests, saleinterests in connection with the acquisition of immaterial amounts of equipment in the Ordinary Course of Business and non-leaseback interests granted and all other Encumbrances granted exclusive license agreements to Company Intellectual Property entered into in similar transactionsthe Ordinary Course of Business; (iix) sold, redeemed, acquired discharged or otherwise transferred obtained the release of any equity Encumbrance or paid or otherwise discharged any Liability, other than current Liabilities incurred in the Ordinary Course of Business and non-exclusive license agreements to Company Intellectual Property entered into in the Ordinary Course of Business; Table of Contents (x) merged with, entered into a consolidation with or acquired an interest in any Person or 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 corporation, partnership, association, limited liability company, trust or other interest in itselfbusiness organization or division thereof; (jxi) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and consistent with past practiceamended its Organizational Documents; (kxii) hired, committed agreed to hire or terminated issue any employee except in the ordinary course of businessEquity Interests; (lxiii) declared, set aside or made any payments, dividends payments (other than compensation in the Ordinary Course of Business) to or other distributions to entered into any agreements or transactions with any Company Stockholder or any other holder of capital stock its subsidiaries or any of the Company their Affiliates; (except as expressly contemplated herein)xiv) terminated any Material Contract; or (mxv) agreed, whether in writing or otherwise, to take do any action described in of the foregoing, except as expressly contemplated by this Section 3.10Agreement.

Absence of Changes. Except as permitted or contemplated by this Agreementset forth in Schedule 5.20, since March 31, 1997, the Company Most Recent Balance Sheet Date, (a) Seller has conducted its business only in the ordinary course and has not: (a) suffered any change or changes in its working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the CompanyOrdinary Course; (b) paid, discharged There has not been any Material Adverse Effect with respect to Seller or satisfied any material liability, other than the payment, discharge or satisfaction of liabilities in the ordinary course of business;Business; and (c) written off as uncollectible Seller has not taken any receivable, except for write-offs in of the ordinary course of business;following actions: (di) except in the ordinary course of business and consistent with past practice, cancelled made or compromised agreed to make any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material capital expenditures relating to the Company, taken as a whole, or made any capital expenditure or commitment Business in excess of $25,0005,000 individually, or $20,000 in the aggregate; (fii) made any change in any method of accounting incurred or accounting practice, credit practices, collection policiesguaranteed, or payment policies; (g) except in the ordinary course of business consistent with past practiceagreed to incur or guarantee, incurred any liabilities or obligations (absolute, accrued or contingent) indebtedness involving an obligation in excess of $10,000 individually individually, or $25,000 in the aggregate; (hiii) mortgagedmade a loan to any Person or purchased any debt securities of any Person in connection with the Business; (iv) acquired any Person or business or initiated the start-up of any new business unrelated to the Business, or otherwise acquired or agreed to acquire any securities or assets (other than purchases of goods and services in the Ordinary Course); (v) merged or consolidated or agreed to merge or consolidate with or into any other Person; (vi) sold, assigned, leased, subleased, licensed, sublicensed, pledged, subjected encumbered, abandoned or agreed otherwise transferred or disposed of or incurred any Lien on or granted any option or rights in, to subjector under, any of its assetsAcquired Assets; (vii) entered into any contract that is material to the Business or (other than in the Ordinary Course) amended, tangible modified or intangiblewaived any right under such a contract; (viii) entered into any transaction, to agreement or arrangement that is not negotiated at arm’s length; (ix) commenced a lawsuit or settled any claim or Encumbrancelitigation, except other than for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted routine collection of immaterial accounts in similar transactionsthe Ordinary Course; (ix) soldrevalued, redeemedwritten down or written off any of the Acquired Assets, acquired or otherwise transferred any equity or other interest than in itselfthe Ordinary Course; (jxi) increased any salariesmodified the pricing, wages sales, marketing or any employee benefits for any employee purchasing practices of the Company, except Business in the ordinary course of business and consistent with past practiceany material respect; (kxii) hireddelayed or postponed the repair and maintenance of its properties or the payment of accounts payable, committed to hire or terminated any employee except in the ordinary course of business; (l) declared, set aside or made any payments, dividends or accrued liabilities and other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein)obligations and Liabilities; or (mxiii) agreed, whether in writing or otherwise, agreed to take do any action described in this Section 3.10of the foregoing.

Absence of Changes. Except as permitted or contemplated by this Agreementset forth on Schedule 2.5 attached hereto, since March 31December 25, 19972010, the Company has conducted its business only in the ordinary course and has notSellers have: (a) suffered any change or changes in its working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or conducted the Business in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the Companyordinary course consistent with past practices; (b) paidnot sold transferred, discharged assigned, conveyed, leased or satisfied otherwise disposed of any material liabilityof their assets or properties, other than the payment, discharge or satisfaction sales of liabilities inventory and assets in the ordinary course of business; (c) maintained accounts receivable, inventory, accounts payable and other working capital accounts in a manner consistent with the Sellers’ normal business practices; (d) not written off up or down the value of any inventory or determined as collectible any notes or accounts receivable that were previously considered to be uncollectible any receivablethat constitute Acquired Assets, except for write-offs in the ordinary course of business; (d) except in the ordinary course of business and consistent with past practice, cancelled ups or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, write-downs and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except determinations in the ordinary course of business and consistent with past practice; (ke) hirednot made any material changes in its accounting methods, committed to hire policies, principles or terminated practices, except as required by GAAP or as disclosed in the Financial Statements; (f) not pledged or permitted the imposition of any employee lien on any of the Acquired Assets except liens arising by operation of Law, or for taxes assessed but not yet due and payable; (g) not suffered a Material Adverse Effect; (h) not suffered any damage, destruction or loss of any Acquired Assets, whether or not covered by insurance, in excess of $100,000; (i) not paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued, contingent or otherwise constituting Acquired Assets), except in each case in the ordinary course of business; (lj) declarednot canceled any debts or waived any claims or rights of value in excess of $100,000; (k) not made (i) any distribution, set declaration, setting aside or made payment of any paymentsdividend, dividends or other distributions to any Stockholder or any other holder of distribution with respect to the capital stock of any Seller, (ii) any direct or indirect redemption, purchase or other acquisition of any such stock or (iii) any sale or other disposition of any such stock; (l) not increased the Company compensation or benefits payable to any officer or key employee of the Sellers, other than in the ordinary course of business; (except as expressly contemplated herein)m) not incurred capital expenditures which would constitute an Assumed Liability in excess of $100,000, other than in the ordinary course of business or in conjunction with planned capital expenditures related to the Business; (n) not incurred any indebtedness for borrowed money or guaranteed any such indebtedness of another person, other than borrowings in the ordinary course of business consistent with past practice; or (mo) agreed, whether in writing not entered into any agreement or otherwise, other obligation to take effect any action described in this Section 3.10of the foregoing.

Absence of Changes. Except as permitted or contemplated by set forth on Schedule 2.9 to this Agreement, since March 31September 30, 1997, 2001 the Company has conducted its business only not (i) incurred any debts, obligations or liabilities, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities incurred in the ordinary course usual and has not: (a) suffered any change or changes in its working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the Company; (b) paid, discharged or satisfied any material liability, other than the payment, discharge or satisfaction of liabilities in the ordinary course of business; (c) written off as uncollectible any receivable, except for write-offs in the ordinary course of business; (d) except in the ordinary course of business and consistent with past practicepractices, cancelled having individually or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (e) entered into any commitment or transaction not in the aggregate a Material Adverse Effect, (ii) made or suffered any changes in its contingent obligations by way of guaranty, endorsement (other than the endorsement of checks for deposit in the usual and ordinary course of business), indemnity, warranty or otherwise, (iii) discharged or satisfied any liens other than those securing, or paid any obligation or liability other than, current liabilities shown on the balance sheet dated as at September 30, 2001 and forming part of the SEC Documents, and current liabilities incurred since September 30, 2001, in each case in the usual and ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business and consistent with past practicepractices, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (hiv) mortgaged, pledged, pledged or subjected or agreed to subject, lien any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (iv) sold, redeemed, acquired transferred or otherwise transferred leased any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, its assets except in the usual and ordinary course of business and consistent with past practice; practices, (kvi) hiredcancelled or compromised any debt or claim, committed to hire or terminated waived or released any employee except right, of material value, (vii) suffered any physical damage, destruction or loss (whether or not covered by insurance) adversely affecting the properties, business or prospects of the Company, (viii) entered into any transaction other than in the usual and ordinary course of business; business except for this Agreement, the other Offering Documents and the related agreements referred to herein and therein, (lix) declaredencountered any labor difficulties or labor union organizing activities, set aside (x) made or granted any wage or salary increase or entered into any employment agreement, (xi) issued or sold any shares of capital stock or other securities or granted any options with respect thereto, or modified any equity security of the Company, (xii) declared or paid any dividends on or made any payments, dividends or other distributions with respect to, or purchased or redeemed, any of its outstanding equity securities, (xiii) suffered or experienced any change in, or condition affecting, its condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects other than changes, events or conditions in the usual and ordinary course of its business and consistent with past practices, having (either by itself or in conjunction with all such other changes, events and conditions) a Material Adverse Effect, (xiv) made any change in the accounting principles, methods or practices followed by it or depreciation or amortization policies or rates theretofore adopted, or (xv) entered into any agreement, or otherwise obligated itself, to do any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein); or (m) agreed, whether in writing or otherwise, to take any action described in this Section 3.10foregoing.

Absence of Changes. Except as permitted set forth in Schedule 3.1.7 or contemplated by this Agreementotherwise disclosed herein or in the Financial Statements, since March December 31, 19972005, the Company has conducted its business the Business only in the ordinary course consistent with prior practice and has not: (a) suffered incurred any change material (i.e., in excess of $1000 for any individual item) obligation or changes in its working capitalliability, condition (financial absolute, accrued, contingent or otherwise), assets, liabilities, reserves, business whether due or operations (whether or not covered by insurance) that individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the Company; (b) paid, discharged or satisfied any material liability, other than the payment, discharge or satisfaction of liabilities in the ordinary course of business; (c) written off as uncollectible any receivablebecome due, except current liabilities for write-offs in the ordinary course of business; (d) except trade or business obligations incurred in the ordinary course of business and consistent with past prior practice; (b) mortgaged, cancelled pledged or compromised subjected to Lien, any debts property or waived assets, tangible or permitted to lapse any claims or rights or intangible; (c) sold, transferred transferred, leased to any Person or otherwise disposed of any of its properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past prior practice, incurred or canceled or compromised any liabilities debt or obligations claim, or waived or released any right of substantial value; (absoluted) received any notice of termination of any Contract or suffered any damage, accrued destruction or contingentloss (whether or not covered by insurance) in excess of $10,000 individually or $25,000 in the aggregate10,000; (he) mortgagedmade any material change in the rate of compensation, pledgedcommission, subjected bonus or other direct or indirect remuneration payable, or paid or agreed or orally promised to pay, conditionally or otherwise, any bonus, incentive, retention or other compensation, retirement, welfare, fringe or severance benefit or vacation pay, to or in respect of any director, officer, employee, consultant, Affiliate or agent of the Company; (f) instituted, settled or agreed to subjectsettle any litigation, action or proceeding before any of its assets, tangible court or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactionsGovernmental Authority; (ig) soldentered into any transaction, redeemed, acquired contract or otherwise transferred any equity or commitment other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except than in the ordinary course of business or paid or agreed to pay any legal, accounting, brokerage, finder’s fee, Taxes or other expenses in connection with, or incurred any severance pay obligations by reason of, this Agreement or the transactions contemplated hereby, other than such fees or other expenses or Taxes which are payable solely by Shareholder and consistent as to which neither the Company nor Acquiror shall have any liability or obligation; (h) written up the carrying value of any of the Company’s assets; (i) suffered any material loss of customers or received any notice of any pending material loss of customers; (j) entered into or assumed any obligations under any material employment, compensation or consulting agreement or any collective bargaining agreement with past practiceany Person or group, or modified or amended in any material respect the terms of any such existing agreement; (k) hiredmaterially amended, committed modified or terminated, or agreed to hire amend, modify or terminated terminate, any employee except in the ordinary course of businessexisting Contract; (l) declaredamended the articles of incorporation, set aside bylaws or other governing corporate documents of the Company; (m) made any paymentsmaterial change or modification in the Company’s accounting practices, dividends policies or other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein)procedures; or (mn) agreed, whether in writing taken any action or otherwise, omitted to take any action described that could reasonably be expected to result in this Section 3.10the occurrence of any of the foregoing within ninety (90) days after the Closing Date.

Absence of Changes. Except as permitted set forth on Schedule 3.7 or as expressly contemplated by this AgreementAgreement (including the undertaking of the Reorganization), since March December 31, 19972020, the each Company has conducted its business only in the ordinary course and has notof business consistent with past practice and, as amplification but not limitation of the foregoing, no Company has: (a) suffered a Company Material Adverse Effect or suffered any change theft, damage, destruction or changes casualty loss in excess of $10,000 in the aggregate to its working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the Company; (b) paidreclassified, discharged split, combined, redeemed, purchased or satisfied otherwise acquired, or pledged, sold or otherwise subjected to any material liabilityLien any of its equity interests or securities; (c) issued, sold or transferred any notes, bonds or other than debt securities, any equity interests, or any securities convertible, exchangeable or exercisable into, directly or indirectly, or any subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue, any of its equity interests; (d) borrowed, incurred or guaranteed any Indebtedness (including contingently as a guarantor or otherwise) or other Liabilities, except for Transaction Expenses of such Company, draws in the payment, discharge ordinary course of business under already existing letters or satisfaction lines of liabilities credit and current Liabilities incurred in the ordinary course of business; (ce) written off as uncollectible waived, canceled, compromised or released any receivablerights or claims in excess of $50,000, except for write-offs whether or not in the ordinary course of business; (df) except entered into any Company Contracts (other than Downstream MSO Contracts or Three Party Agreements entered into in the ordinary course of business and consistent with past practicebusiness) or amended, cancelled or compromised any debts or modified, waived or permitted terminated any Contract or any Company’s rights thereunder or consented to lapse such amendment, modification, waiver or termination; (g) made or promised to make any claims change in the compensation payable or rights to become payable to such Company’s directors, managers, officers, employees or soldContingent Workers other than (i) normal merit increases in accordance with such Company’s usual practices, transferred (ii) bonuses in relation to the consummation of the transaction contemplated hereby (which are payable out of the Closing Cash Purchase Price as Transaction Expenses that have been disclosed to Buyer prior to the payment thereof), or otherwise disposed (iii) as provided for in any written agreements, or entered into any bonus payment or arrangement with any of such directors, managers, officers or employees (other than discretionary bonuses in relation to the consummation of the transaction contemplated hereby) or established or created any employment (other than hiring employees in the ordinary course of business), deferred compensation or severance arrangement or employee benefit plan (other than newly hired employees being included in pre-existing employee benefit plans) with respect to such Persons or the amendment of any of its properties or assetsthe foregoing; (eh) entered into or negotiated any commitment collective bargaining agreement or transaction not similar agreement; (i) made any material change in its business practices, including any change in accounting methods (including with respect to reserves) or practices or collection, credit, pricing or payment policies of such Company; (j) made any loans or advances to, or guarantees for the benefit of, any Persons (other than advances to employees for travel and business expenses incurred in the ordinary course of business that is material do not exceed $50,000 in the aggregate); (k) received any pre-suit or pre-claim notice or complaint by any third party or has commenced or instituted or waived, released, assigned, compromised, settled or agreed to settle any claim or lawsuit other than waivers, releases, compromises or settlements in the Company, taken as a whole, or made any capital expenditure or commitment ordinary course of business consistent with past practice that (i) involve only the payment of monetary damages not in excess of $25,00010,000 in the aggregate and (ii) do not involve equitable or injunctive relief or the admission of wrongdoing by any Company; (fl) made or changed any Tax election, changed any annual Tax accounting period, adopted or changed any material method of Tax accounting, filed any amended Tax Return, entered into any closing agreement with respect to Taxes, settled any Tax claim, assessment or deficiency, surrendered any right to claim a Tax refund, made or requested any Tax ruling, entered into any transaction giving rise to a deferred gain or loss, or consented to any extension or waiver of the limitations period applicable to any Tax claim or assessment; (m) made any change in to the organizational documents of any method of accounting or accounting practice, credit practices, collection policies, or payment policiesCompany; (gn) entered into or adopted any plan or agreement of complete or partial liquidation or dissolution, or filed a voluntary petition in bankruptcy or commenced a voluntary legal procedure for reorganization, arrangement, adjustment, release or composition of Indebtedness in bankruptcy or other similar Laws now or hereafter in effect; (o) made any capital expenditures, capital additions or capital improvements in excess of $10,000 in the aggregate per month, for each full or partial calendar month for such applicable period; (p) except for Add On Acquisitions and letters of intent, term sheets or purchase agreements with Add On Targets set forth on Schedule 2.7(c), merged, consolidated or combined with, acquired or agreed to acquire by merging with, or by purchasing a portion of the stock or assets of, or by any other manner, any business or any entity, or otherwise make any capital contribution or investment in, or loan to, any entity; (q) sold or otherwise disposed of, leased or licensed any properties or assets of any Company that are material to the Companies (except for the disposal of single use medical supplies of any Company due to such asset having been used for its intended purposes, the disposal of pharmaceuticals or medical supplies due to the expiration thereof or the sale or use of inventory, in each such case, in the ordinary course of business); (r) declared, set aside, made or paid any non-cash dividend or other non-cash distribution on or with respect to any of the Company Securities or other Equity Interest or ownership interest in any Company; (s) permitted the lapse of any material intangible asset used in the business of the Companies; (t) entered into any Contract that restricts the ability of any Company to sell its products or services to any Person; (u) accelerated the collection of or gave a material discount on any accounts receivable, delay the payment of material accounts payable or defer material expenses, materially reduce inventories or otherwise materially increase cash on hand, except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregatepractices; (hv) mortgaged, pledged, subjected created or agreed to subject, permitted any of its Liens on any assets, tangible properties or intangible, to equity interests of any claim or Encumbrance, Company except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactionsPermitted Liens; (iw) soldmaterially modified its cash management activities (including the timing of, redeemed, acquired invoicing and collection of receivables and the accrual and payment of payables and other current liabilities) or otherwise transferred any equity or other interest materially modified the manner in itself; (j) increased any salaries, wages or any employee benefits for any employee which the books and records of the Company, except in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee except Companies are maintained other than in the ordinary course of business; (lx) declaredterminated or closed any facility, set aside business or made operation; (y) experienced any paymentsmaterial business interruptions or material Liabilities arising out of, dividends resulting from or related to COVID-19 or COVID-19 Measures, whether directly or indirectly, including: (i) disruptions to any Company’s supply chains, (ii) the failure of a Company’s agents and service providers to timely perform services in any material respect, (iii) labor shortages, (iv) any material reductions in demand, (v) any claim of force majeure by such Company or a counterparty to any contractual obligation, (vi) any default under a contractual obligation to which such Company is a party, (vii) non-fulfillment of services, (viii) restrictions on such Company’s operations, (ix) any material reduction of hours of operations or reduced aggregate labor hours, (x) reduced compensation, (xi) restrictions on uses of the Leased Real Property, or (xii) the failure of such Company to comply with any COVID-19 Measures in any material respect. (z) received any written or oral notice, from any Governmental Authority of an investigation with respect to any potential violation with respect to any Law, Order, Permit, policy or guideline that has not been fully resolved to the satisfaction of the applicable Governmental Authority; (aa) received any written or oral notice from any Payment Program of an inquiry, audit or other distributions investigation with respect to any Stockholder potential violation of a Payment Program term, condition, policy, guideline or any other holder of capital stock requirement that has not been fully resolved to the satisfaction of the Company (except as expressly contemplated herein)applicable Payment Program; or (mbb) committed or agreed, whether in writing or otherwise, to take any action described in of the foregoing, except as expressly contemplated by this Section 3.10Agreement.

Absence of Changes. Except as permitted or contemplated by Since June 30, 2012, except for the execution and delivery of this Agreement, since March 31, 1997Agreement and the transactions to take place pursuant hereto, the Company has conducted its business only been operated in the ordinary course Ordinary Course of Business and there has notnot been: (a) suffered any change adverse event, occurrence, development or changes state of related circumstances or facts, not otherwise reflected in its working capitalthe Company Financial Statements, condition that would be required to appear on financial statements of the Company prepared in accordance with GAAP and that individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (financial b) any creation or otherwise)other incurrence of any Encumbrance on the Assets or Properties of the Company other than Permitted Encumbrances; (c) any damage, assets, liabilities, reserves, business destruction or operations other casualty loss (whether or not covered by insurance) that affecting any of the Assets or Properties of the Company which, individually or in the aggregate aggregate, has had had, or could reasonably be expected to have have, a Material Adverse Effect on Effect; (d) the modification, amendment, cancellation, termination, receipt of notice of termination or failure to renew (other than in the Ordinary Course of Business) of any of the contracts material to the Company (or any contract that, but for such modification, amendment, cancellation, termination or failure to renew, would have been a material contract hereunder); (e) any sale, assignment, lease or other transfer or disposition of any of the Assets or Properties (or any assets or property that, but for such sale, assignment, lease or other transfer or disposition, would have been an Asset or Property hereunder), other than in the Ordinary Course of Business; (f) other than transactions and commitments in the Ordinary Course of Business or those contemplated by this Agreement, any transaction or commitment made by the Company (including the acquisition of any Asset or Property), or any relinquishment by the Company of any material contract or other material right; (g) any forgiveness by the Company of any indebtedness for borrowed money or advances payable to the Company; (bh) paid, discharged or satisfied any material liability, other than the payment, discharge or satisfaction of liabilities in the ordinary course of business; (c) written off as uncollectible any receivable, except for write-offs in the ordinary course of business; (d) except in the ordinary course of business and consistent with past practice, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in practice by the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, Company except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted any such change after the date hereof required by reason of a concurrent change in similar transactionsGAAP; (i) soldany change in any of the assumptions underlying, redeemedor methods of calculating, acquired or otherwise transferred any equity bad debt, contingency or other interest in itself;reserve of the Company; or (j) increased any salariesissuance of any stock, wages bonds or other corporate securities or any employee benefits for any employee of the Companyright, except in the ordinary course of business and consistent options or warrants with past practice; (k) hired, committed to hire or terminated any employee except in the ordinary course of business; (l) declared, set aside or made any payments, dividends or other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein); or (m) agreed, whether in writing or otherwise, to take any action described in this Section 3.10respect thereto.

Absence of Changes. Except Since March 31, 2007 through the date hereof, except as permitted or otherwise specifically contemplated by this Agreement, since March 31as set forth in Schedule 2.13, 1997, (a) the Business of the Company Group taken as a whole has been conducted its business only in all material respects in the ordinary course Ordinary Course of Business (b) there has been no Material Adverse Effect, (c) no member of the Company Group has taken any action, or failed to take any action, which if taken or not taken after the date hereof would constitute a breach of Section 4.2.1, and has not(d) no member of the Company Group has: (a) suffered issued, sold, granted, purchased or redeemed any change shares of its capital stock or changes in its working capital, condition (financial any securities convertible into or otherwise), assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the Companyexchangeable for such shares of capital stock; (b) paidgranted any stock option, discharged warrant or satisfied any material liability, other than the payment, discharge or satisfaction right to purchase shares of liabilities in the ordinary course of businesscapital stock; (c) written off as uncollectible amended any receivableof the terms, except for write-offs in the ordinary course rights or preferences of businessany outstanding security; (d) except in the ordinary course of business and consistent with past practicemortgaged, cancelled pledged or compromised subjected to any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of Lien any of its properties or assets, except for Permitted Liens; (e) entered into increased the compensation of any commitment officer, employee, independent contractor or transaction not agent, other than (A) as required by any agreement in effect on the date hereof, (B) to comply with applicable law, or (C) in the ordinary course Ordinary Course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000Business; (f) made disposed, leased or otherwise transferred any change material properties or assets except inventory in any method the Ordinary Course of accounting or accounting practice, credit practices, collection policies, or payment policiesBusiness; (g) except in the ordinary course of business consistent with past practice, incurred canceled or forgiven any liabilities material debts or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregateclaims; (h) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee except in the ordinary course of business; (l) declared, set aside or paid any dividends on, or made any paymentsother distributions (whether in cash, dividends shares or property) to the Sellers or their respective Affiliates in respect of, any of its capital shares or other distributions equity or voting interests; (i) amended or made any changes in any organizational documents; (j) liquidated, dissolved or wound up its operations; (k) made any material tax elections; (l) made any loan or advance (other than advances to employees in the Ordinary Course of Business for travel and entertainment) to any Stockholder Person; (m) terminated or modified any other holder Contract or made any material amendment thereto except in the Ordinary Course of capital stock Business; (n) incurred damage to or destruction or loss of any material asset or property; (o) made any material change in any of the Company (except as expressly contemplated herein)accounting methods used; or (mp) agreed, whether in writing entered into any agreement or otherwise, arrangement to take do any action described in this Section 3.10of the foregoing.

Absence of Changes. Except as permitted or contemplated by this Agreement, since March 31, 1997, the Company has Xxxxx Xxxxx xxx conducted its business only in the ordinary course and has not: (a) suffered any change or changes in its working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the CompanySouth Texas; (b) paid, discharged or satisfied any material liability, other than the payment, discharge or satisfaction of liabilities in the ordinary course of business; (c) written off as uncollectible any receivable, except for write-offs in the ordinary course of business; (d) except in the ordinary course of business and consistent with past practice, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the CompanySouth Texas, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, payable for mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the CompanySouth Texas, except in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee except in the ordinary course of business; (l) declared, set aside or made any payments, dividends or other distributions to any Stockholder partner or any other holder of capital stock of the Company any partnership interest in South Texas (except as expressly contemplated herein); or (m) agreed, whether in writing or otherwise, to take any action described in this Section 3.103.9.

Absence of Changes. Except as permitted or for changes required by the transactions contemplated by this Agreementherein, since March 31, 1997, the Company there has conducted its business only in the ordinary course and has not: (a) suffered any change or changes in its working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations (whether or not covered by insurance) that been with respect to Seller either individually or in the aggregate has had or could reasonably aggregate, nor will there be expected to have a Material Adverse Effect on through the Company;Closing Date: (bi) paid, discharged or satisfied any material liabilityadverse change in its condition, other financial or otherwise, results of operations, business, assets or profits which, individually or in the aggregate, have been or will be materially adverse to such conditions, financial or otherwise, results of operations, business, assets or profits nor has there been any change in such conditions, results of operations, the Business, assets or profits occurring otherwise than the payment, discharge or satisfaction of liabilities in the ordinary course of business; (cii) written off as uncollectible any receivabledamage, except for write-offs in destruction or loss (whether or not covered by insurance) materially and adversely affecting the ordinary course Business or assets of business;Seller, (diii) except in the ordinary course of business any labor trouble materially and consistent with past practice, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of adversely affecting its properties Business or assets; (eiv) entered into any commitment mortgage, pledge, lien or transaction other encumbrances or security interest (other than liens for current taxes not in yet due) created on any of the ordinary course assets of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000Seller; (fv) made any change in any method sale, transfer or other disposition of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee Seller's assets except in the ordinary course of business; (lvi) declaredany amendment, set aside termination, cancellation or made waiver of any paymentsright of substantial value belonging to Seller except in the ordinary course of business; (vii) any increase in the compensation payable or to become payable by Seller to any of its officers or employees listed in Schedule 2.8 or any general uniform increase for other employees, dividends other than normal merit and cost-of-living increases required by union contracts or by Seller's general prevailing practices, (with any increases to be agreed to by Swisxxx); (viii) any write-down of the value of any inventory; (ix) any disposition or diminution of, or lapse of any rights to the use of any Intellectual Property of Seller or the disposition of, or disclosure to, any person of any trade secret related to the business of Seller and not previously a matter of public knowledge; (x) any capital expenditures or commitment for additions to properties, plant or equipment, except in the ordinary course of ' business or as disclosed in Schedule 2.25; (xi) any material change in the method of accounting or accounting practices of Seller; (xii) any incurrence of any liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) affecting Seller except in the ordinary course of business, or any increase in, or experiencing of any significant change in the assumption underlying or methods of calculating any bad debt, contingency or other distributions to reserves; (xiii) any Stockholder agreements or arrangements with, or assets of the Business of Seller sold to, any of the officers or directors of Seller or the Stockholders or any other holder of capital stock their "affiliates" or "associates" (as such terms are defined in the rules and regulations of the Company (Securities and Exchange Commission under the Securities Act of 1933, as amended), except for purchases and sales in the ordinary course of business effected at competitive prices or except as expressly contemplated herein)disclosed on Schedule 2.18; or (mxiv) agreedany declaration or set aside or payment or redemption or other distribution in respect of, the capital stock of Seller; and there has been no agreement on the part of the Seller or the Stockholders, whether in writing or otherwisenot, to take do any action described in this Section 3.10of the foregoing.

Absence of Changes. Except as permitted or contemplated by this Agreementset forth on Schedule 3.7, since March 31the date of the Latest Company Balance Sheet, 1997, (i) there has not been any Company Material Adverse Effect and (ii) the Company has conducted its business only in the ordinary course and substantially consistent with past practices. Since the date of the Latest Company Balance Sheet, the Company has not: (a) suffered any change material damage, destruction or changes in its working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations loss (whether or not covered by insurance) that individually from fire or in the aggregate has had or could reasonably be expected other casualty to have a Material Adverse Effect on the Companyits tangible property; (b) paidrevalued any of their respective assets, discharged including writing off notes or satisfied any material liability, accounts receivable other than the payment, discharge or satisfaction of liabilities in the ordinary course of business; (c) written off as uncollectible any receivable, except for write-offs in the ordinary course of business; (d) except in the ordinary course of business and consistent with past practicein amounts that are not, cancelled individually or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is aggregate, material to the business of the Company, taken as a whole, or ; (c) made any capital expenditure expenditures or commitment commitments therefor involving amounts that exceed $1,500,000 in excess of $25,000; the aggregate, except for capital expenditures (fA) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except incurred in the ordinary course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingentB) relating to the completion of those projects in excess of $10,000 individually or $25,000 in the aggregateprogress set forth on Schedule 3.7(c); (hd) sold, leased, licensed, mortgaged, pledged, subjected assigned or agreed to subject, transferred any of its tangible or intangible assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except in the ordinary course of business and consistent with past practice; (k) hired, committed to hire or terminated any employee except in the ordinary course of business; (le) declaredsuffered any extraordinary losses or canceled, set aside waived, compromised or released any rights or claims involving amounts that exceed $1,500,000 in the aggregate; (f) made any paymentsinvestment in or loan to any Person, dividends or acquired any business or Person, by merger or consolidation, purchase or sale of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or entered into any Contract, letter of intent or similar arrangement with respect to the foregoing; (g) issued, sold or otherwise permitted to become outstanding any capital stock, membership interests or other distributions to equity interests, or split, combined, reclassified, repurchased or redeemed any Stockholder shares of its capital stock, membership interests, or other equity interests; (h) materially modified, changed or terminated any Company Material Contract; (i) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other holder of capital stock of the Company material reorganization; (j) changed its accounting principles, practices or methods except as expressly contemplated herein)required or permitted by Law or GAAP; or (mk) authorized, agreed, whether in writing resolved or otherwise, committed to take any action described in this Section 3.10of the foregoing.

Absence of Changes. Except as permitted or contemplated by this Agreementand to the extent set forth ------------------ on Schedule 2.19, since March 31the date of the Interim Financial Statements, 1997, the Company there has conducted its business only in the ordinary course and has not: (a) suffered ------------- not been any Material Adverse Effect or any change or changes in its working capital, condition (financial or otherwise), assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or in the aggregate has had or occurrence which could reasonably be expected to have a Material Adverse Effect on Effect. Without limiting the Companyforegoing, except as set forth in Schedule 2.19, from and after such date, ------------- neither the Partnership nor the General Partner has: (a) Increased, or experienced any change in any assumptions underlying or methods of calculating, any bad debt, contingency, tax or other reserves or changed its accounting practices, methods or assumptions (including changes in estimates or valuation methods); (b) paidEntered into any lease or sublease of real property or exercised any purchase options or rights of first refusal contained in any of the Leases, discharged or satisfied terminated, surrendered, canceled or assigned any material liabilityof its properties demised under the Leases, other than the payment, discharge or satisfaction of liabilities in the ordinary course of businessany part thereof; (c) written off as uncollectible Permitted or allowed any receivableof its property demised under the Leases, or assets (real, personal or mixed, tangible or intangible) to be subjected to any Lien, except for write-offs in the ordinary course of businessPermitted Liens; (d) Written down the value of any assets (including write- downs by reason of shrinkage or xxxx-down); (e) Cancelled any debts or waived any claims or rights; (f) Sold, transferred, or otherwise disposed of any real property, or any interest therein, or its other properties or assets (real, personal or mixed, tangible or intangible), except for inventory in the ordinary course of business and consistent with past practicepractice or dispositions of obsolete furniture, cancelled or compromised any debts or waived fixtures and equipment which are not material in the aggregate; (g) Disposed of or permitted to lapse any claims rights to the use of any Partnership Intellectual Property or rights or sold, transferred or otherwise disposed of any or disclosed (except as necessary in the conduct of its properties business) to any person, other than representatives of ICG, any trade secret, formula, process or assetsknow-how not thereto for a matter of public knowledge; (eh) entered into Granted any commitment increase in the compensation of officers or transaction not employees (including any such increase pursuant to any bonus, pension, profit sharing or other plan or commitment) or any increases in the compensation payable or to become payable to any officer or employee, except for normal increases granted in the ordinary course of business that is material to the Companyconsistent with past practices, taken as a wholeor entered into or amended any employment, consulting or similar agreement or made any agreement or commitment to pay any severance or similar compensation; (i) Made any single capital expenditure or commitment in excess of $25,00030,000 for additions to property, plant, equipment or intangible capital assets or made aggregate capital expenditures and commitments in excess of $50,000 for additions to property, plant, equipment or intangible capital assets; (fj) made Declared, paid or set aside for payment any change dividend or other distribution in any method respect of accounting its equity securities or accounting practiceredeemed, credit practices, collection policiespurchased or otherwise acquired, or payment policiesoffered, sold or issued, directly or indirectly, any equity or other securities of the Partnership or the General Partner (including options, warrants or rights to acquire securities), or merged or consolidated with any person, or adopted any plan of liquidation or dissolution or other reorganization, or acquired the stock, assets or business of any other person; (gk) except Except as disclosed on Schedule 2.20, paid, ------------- distributed, loaned or advanced any amount to, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement or arrangement with, any of its partners or members, or any officers or directors of the Partnership, the General Partner or any of their partners or members, or any "affiliate" of the Partnership, the --------- General Partner or any of their partners or members or any of their respective officers or directors, or any "associate" (as --------- such terms are defined in Rule 405 under the Securities Act) of any of the foregoing persons, other than transactions contemplated by the Seller's Website Agreements disclosed on Schedule 2.21; ------------- (l) Made any election for Tax purposes (or had any election made on its behalf); (m) Incurred any liabilities or obligations (absolute, accrued, contingent or otherwise, including by way of surety or guaranty) for the borrowing of money or the payment of money other than payment liabilities for inventory or supplies incurred in the ordinary course of business consistent with past practice; (n) Paid, incurred discharged or satisfied any claim, liabilities or obligations (absolute, accrued accrued, contingent or contingentotherwise) in excess of $10,000 individually other than the payment, discharge or $25,000 in the aggregate; (h) mortgaged, pledged, subjected or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except satisfaction in the ordinary course of business and consistent with past practice; (k) hired, committed to hire practice of liabilities and obligations reflected on or terminated any employee except reserved against on the Financial Statements or incurred in the ordinary course of business; (l) declared, set aside or made any payments, dividends or other distributions to any Stockholder or any other holder of capital stock business consistent with past practice since the date of the Company (except as expressly contemplated herein)Financial Statements; or (mo) agreedAgreed, whether in writing or otherwise, to take any action described in this Section 3.10Section.

Absence of Changes. Except as permitted expressly provided for in this Agreement or contemplated by the Schedules hereto, from January 31, 2004 to the date of this Agreement, since March 31, 1997, the Company has conducted its business only in the ordinary course and has not: (a) suffered there has not been any material adverse change or changes in its working capital, condition (financial or otherwise)the business, assets, liabilities, reservesresults of operations or financial condition of any of the Companies, business or operations (whether or not covered by insurance) that individually or in the aggregate has had any of their relationships with suppliers, customers, employees, lessors or could reasonably be expected to have a Material Adverse Effect on the Companyothers; (b) the business of the Companies has been conducted only in the ordinary and usual course; (c) except for dispositions or retirement of personal property in the ordinary course of its business, no Company has sold, assigned, mortgaged, conveyed, encumbered or otherwise disposed of, or caused the sale, assignment, mortgage, conveyance, encumbrance or other disposition of, any assets or properties or any interest therein; (d) no Company has acquired any material assets, except in the ordinary course of business as reasonably necessary to enable a Company to conduct its normal business operations and to maintain its normal inventory of goods and materials, or made any capital expenditures in excess of an aggregate of GBP50,000; (e) the books, records and accounts of the Companies have been maintained in the usual, regular and ordinary course of business on a basis consistent with prior practices and in accordance with U.K. GAAP or the local equivalents; (f) no Company has paid, discharged discharged, settled or satisfied any material liabilityclaims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of liabilities in the ordinary course of business; (c) written off as uncollectible any receivablesatisfaction, except for write-offs in the ordinary course of business; (d) except in the ordinary course of business and consistent with past practice, cancelled or compromised any debts or waived or permitted to lapse any claims or rights or sold, transferred or otherwise disposed of any of its properties or assets; (e) entered into any commitment or transaction not in the ordinary course of business that is material to the Company, taken as a whole, or made any capital expenditure or commitment in excess of $25,000; (f) made any change in any method of accounting or accounting practice, credit practices, collection policies, or payment policies; (g) except in the ordinary course of business consistent with past practicepractices or in accordance with their terms, incurred any of liabilities reflected or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 provided for in the aggregate; (h) mortgaged, pledged, subjected 2004 Balance Sheet or agreed to subject, any incurred since the date of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred any equity or other interest in itself; (j) increased any salaries, wages or any employee benefits for any employee of the Company, except such balance sheet in the ordinary course of business and consistent with past practicepractices; (kg) hiredno Company has instituted, committed settled, or agreed to hire settle any claim, action, or terminated proceeding involving an expenditure in excess of GBP50,000 before any employee except in the ordinary course of business;court or other governmental authority; and (lh) declaredno Company has authorized, set aside or made agreed to take, any payments, dividends or other distributions to any Stockholder or any other holder of capital stock of the Company (except as expressly contemplated herein); or (m) agreed, whether in writing or otherwise, to take any action described in this Section 3.10foregoing actions.

Absence of Changes. Except From the Balance Sheet Date, except as permitted or otherwise specifically contemplated by this Agreement, since March 31, 1997Agreement or set forth in Section 4.8 of the Disclosure Schedule, the Company has conducted its business only in the ordinary and usual course and has notand, without limiting the generality of the foregoing: (a) suffered any change or There have been no changes in its working capital, the condition (financial or otherwise), business, net worth, assets, liabilitiesprospects, reservesproperties, business employees, operations, obligations or operations (whether or not covered by insurance) that individually or liabilities of the Company which, in the aggregate has aggregate, have had or could may be reasonably be expected to have a Material Adverse Effect material adverse effect on the Company; (b) paidThe Company has not issued, discharged or satisfied authorized for issuance, or entered into any material liabilitycommitment to issue, any equity security, bond, debenture, note or other than security, except for the payment, discharge or satisfaction of liabilities in the ordinary course of businessCompany Options; (c) written off as uncollectible The Company has not incurred additional debt for borrowed money, or incurred any receivable, except for write-offs in the ordinary course of business; (d) obligation or liability except in the ordinary course of business and consistent with past practice, cancelled or compromised practice and in any debts or waived or permitted to lapse event not in excess of $25,000 for any claims or rights or sold, transferred or otherwise disposed of any of its properties or assetssingle occurrence; (ed) entered into The Company has not paid any commitment obligation or transaction not liability, or discharged, settled or satisfied any claim, lien or encumbrance, except for liabilities in the ordinary course of business that is material to the Company, taken as a whole, or made consistent with past practice and in any capital expenditure or commitment event not in excess of $25,00025,000 for any single occurrence; (e) The Company has not declared or made any dividend, payment or other distribution on or with respect to any share of capital stock, other than pursuant to stock repurchase rights under the 1997 Option Plan or the 2002 Option Plan; (f) made The Company has not purchased, redeemed or otherwise acquired or committed itself to acquire, directly or indirectly, any change in any method share or shares of accounting its capital stock, other than pursuant to the stock repurchase rights under the 1997 Option Plan or accounting practice, credit practices, collection policies, or payment policiesthe 2002 Option Plan; (g) The Company has not mortgaged, pledged, or otherwise encumbered any of its assets or properties, except for liens for current taxes that are not yet delinquent, and purchase-money liens arising out of the purchase or sale of services or products, mechanics, carriers, warehousemen’s and other similar liens made or arising in the ordinary course of business consistent with past practice and in any event not in excess of $10,000 for any single item or $25,000 in the aggregate; (h) The Company has not disposed of, or agreed to dispose of, by sale, lease, license or otherwise, any asset or property, tangible or intangible, except in the ordinary course of business consistent with past practice, incurred and in each case for a consideration believed to be at least equal to the fair value of such asset or property and in any liabilities or obligations (absolute, accrued or contingent) event not in excess of $10,000 individually for any single item or $25,000 in the aggregate; (hi) mortgaged, pledged, subjected The Company has not purchased or agreed to subject, any of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactions; (i) sold, redeemed, acquired or otherwise transferred acquire any equity or other interest in itselfsecurities of any Person; (j) increased The Company has not made any salariesexpenditure or commitment for the purchase, wages acquisition, construction or any employee benefits for any employee improvement of the Companya capital asset, except in the ordinary course of business consistent with past practice and in any event not in excess of $25,000 for any single item or $50,000 in the aggregate; (k) The Company has not entered into any transaction or Contract, or made any commitment to do the same, other than in the ordinary course of business consistent with past practice; (k) hired, committed to hire or terminated any employee except in the ordinary course of business; (l) declaredThe Company has not sold, set aside assigned, transferred or made conveyed, or committed itself to sell, assign, transfer or convey, any payments, dividends or other distributions to any Stockholder or any other holder of capital stock of the Company Proprietary Rights (except as expressly contemplated hereindefined in Section 4.18); or; (m) agreedThe Company has not adopted or amended, whether except to the extent required by applicable Legal Requirements, any bonus, incentive, profit-sharing, stock option, stock purchase, pension, retirement, deferred-compensation, severance, life insurance, medical or other benefit plan, agreement, trust, fund or arrangement for the benefit of employees of any kind whatsoever, nor entered into or amended any agreement relating to employment, services as an independent contractor or consultant, or severance or termination pay, nor agreed to do any of the foregoing; (n) The Company has not effected or agreed to effect any change in writing its directors, officers or otherwise, key employees; and (o) The Company has not effected or committed itself to take effect any action described amendment or modification in this Section 3.10its Restated Certificate of Incorporation or Bylaws.

Absence of Changes. Except as permitted or contemplated by this AgreementSince September 30, since March 312006, 1997, neither the Company has conducted its business only nor the Subsidiary has, except as set forth in the ordinary course and has notSchedule 5.7: (a) transferred, assigned or conveyed any material Assets except in the Ordinary Course of Business or as contemplated in Sections 3.6 and 4.1; (b) suffered any change material destruction, damage or changes in its working capital, condition loss to any material Assets (financial casualty or otherwiseother), assets, liabilities, reserves, business or operations (whether or not covered by insurance) that individually or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect on the Company; (b) paid, discharged or satisfied any material liability, other than the payment, discharge or satisfaction of liabilities in the ordinary course of business; (c) written off except as uncollectible described in Schedule 5.12, entered into any receivable, Material Contract except for write-offs in the ordinary course Ordinary Course of businessBusiness; (d) except as described in Schedule 5.12, terminated or amended or suffered the ordinary course of business and consistent with past practicetermination or amendment of, cancelled failed to perform in all material respects its obligations under, or compromised any debts or waived suffered or permitted any Default to lapse exist under, any claims Material Contract or rights or sold, transferred or otherwise disposed of any of its properties or assetsReal Property Lease; (e) entered into any commitment caused or transaction not in the ordinary course of business that is material consented to the Company, taken as imposition of a whole, or made material Lien on any capital expenditure or commitment in excess of $25,000Asset; (f) made any change distributions to Seller in any method the form of accounting the return of capital, dividends or accounting practicecash distributions, credit practices, collection policies, or payment policiesexcept for the transaction contemplated in Sections 3.6 and 4.1; (g) incurred or assumed any indebtedness for borrowed money or issued any debt security, except for payables incurred in the ordinary course Ordinary Course of business consistent with past practice, incurred any liabilities or obligations (absolute, accrued or contingent) in excess of $10,000 individually or $25,000 in the aggregateBusiness; (h) mortgaged, pledged, subjected waived any material right of the Company or agreed to subject, the Subsidiary of cancelled any debt or claim held by the Company of its assets, tangible or intangible, to any claim or Encumbrance, except for liens for current personal property taxes not yet due and payable, mechanics, landlords, materialmen, and other statutory liens, purchase money security interests, sale-leaseback interests granted and all other Encumbrances granted in similar transactionsthe Subsidiary; (i) soldmade any loan to any officer, redeemeddirector, acquired employee or otherwise transferred any equity shareholder of the Company or other interest in itselfthe Subsidiary; (j) increased increased, directly or indirectly, the compensation paid or payable to any salariesofficer, wages director, employee or any employee benefits for any employee agent of the Company, Company or the Subsidiary except in the ordinary course of business and consistent accordance with past practiceSection 3.2(j) hereof; (k) hired, committed to hire hired or terminated fired any employee employees of the Company or the Subsidiary or changed any such employee’s terms or conditions of employment except in the ordinary course of businessaccordance with Section 3.2(p) hereof ; (l) declared, set aside taken or made any payments, dividends or other distributions to any Stockholder or suffered any other holder act that may reasonably be expected to cause or result in a Material Adverse Effect; (m) received any adverse ruling or denial of capital stock of any request by any Governmental Authority, including but not limited to the Company (except as expressly contemplated herein)MPUC; or (mn) agreed, whether in writing or otherwise, agreed to take do any action described in of the foregoing items of this Section 3.105.7.