Common use of Absence of Changes Clause in Contracts

Absence of Changes. Since the Priveco Accounting Date, neither Priveco or any of its subsidiaries has: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the Priveco Accounting DateExcept as contemplated in this Agreement, neither Priveco or any of its subsidiaries hasPubco has not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practiceproperties; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries Pubco to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the Priveco Pubco Accounting Date, neither Priveco or any of its subsidiaries hasexcept as disclosed in the Public SEC Documents and except as contemplated in this Agreement, Pubco has not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practiceproperties; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries Pubco to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the Priveco Pubco Accounting Date, neither Priveco or any of its subsidiaries hasexcept as disclosed in the Public SEC Documents and except as contemplated in this Agreement, Pubco has not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practiceproperties; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries Pubco to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000500; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the Priveco Accounting Date, neither Priveco or any of its subsidiaries hashas not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or to any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the Priveco Accounting Date, neither Priveco or any of its subsidiaries hashas not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,00012,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the Priveco Pubco Accounting Date, neither Priveco or any of its subsidiaries hasexcept as disclosed in the Public SEC Documents and except as contemplated in this Agreement, Pubco has not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practiceproperties; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries Pubco to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,00010,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the Priveco Pubco Accounting Date, neither Priveco or any of its subsidiaries hasexcept as disclosed in the Pubco SEC Documents and except as contemplated in this Agreement, Pubco has not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practiceproperties; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries Pubco to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000500; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since Except as contemplated in this Agreement or as disclosed in Pubco’s filings with the Priveco Accounting DateUnited States Securities and Exchange Commission (the “Pubco SEC Filings”) , neither Priveco or any of its subsidiaries hasPubco has not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practiceproperties; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries Pubco to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the Priveco Accounting DateExcept as disclosed in Schedule 3.10, neither Priveco or any of its subsidiaries hassince May 31, 2017, there has not been: (a) incurred any Liabilitieschange in the assets, other than Liabilities incurred business, properties, condition (financial or otherwise), or results of operations of the Seller, taken as a whole, from that reflected in the Financial Statements, except changes in the ordinary course of business consistent with past practicethat have not had, or discharged would not reasonably be expected to have, in the aggregate and with or satisfied without the lapse of time, a Material Adverse Effect; (b) any lien significant damage, destruction or encumbranceloss that could reasonably be expected to materially and adversely affect the Business or the assets and properties of the Seller, whether or paid not covered by insurance; (c) any Liabilitiesamendments or changes in the Organizational Documents, other than except as contemplated by this Agreement; (d) any waiver or compromise by the Seller of a material right or of a material debt owed to or by the Seller, except in the ordinary course of business consistent with past practice, or failed and that would not reasonably be expected to pay have a Material Adverse Effect; (e) any satisfaction or discharge when due of any Liabilities Lien or Encumbrance or payment of which any obligation by the failure Seller, except in the ordinary course of business and that would not reasonably be expected to pay or discharge has caused or will cause have a Material Adverse Effect; (f) any indication by any material damage customer or risk any supplier of material loss the Seller of an intention to it discontinue or change the terms of its relationship with the Seller; (g) any declaration or payment of any dividend or other distribution of the assets or properties of the Seller; (h) any increase in or modification of the compensation or benefits payable by the Seller to any of its assets directors, officers or properties; (b) soldEmployees, encumbered, assigned other than annual increases or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (ci) created, incurred, assumed any delay or guaranteed postponement in the payment of trade payables and other Liabilities outside the ordinary course of business; (j) any indebtedness for money borrowed, imposition of any Lien or mortgaged, pledged or subjected Encumbrance (other than Permitted Encumbrances) upon any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoeverthe Seller; (dk) made or suffered any amendment or termination of any material agreement, contract, commitmentsale, lease or plan to which it is a party other disposition of any asset or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights property of substantial value, other than the Seller (including Seller Intellectual Property) except in the ordinary course of business; (el) declaredany occurrence, set aside event, incident, action, failure to act, or paid any dividend transaction that has had or made could reasonably be expected to have, with or agreed to make any other distribution or payment in respect without the lapse of its capital shares or redeemedtime, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securitiesa Material Adverse Effect; (fm) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in accounting methods used by the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practiceSeller; or (ln) agreed, whether in writing or orally, to do any of labor dispute involving the foregoingSeller.

Absence of Changes. Since the Priveco Accounting Date, neither Priveco or any of its subsidiaries hashas not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the Priveco Purchaser Accounting Date, neither Priveco or any of its subsidiaries hasexcept as disclosed in the Purchaser Public Documents and except as contemplated in this Agreement, the Purchaser has not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien Lien or encumbranceEncumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss Material Adverse Effect to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practiceproperties; (c) created, incurred, assumed or guaranteed any indebtedness Indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries the Purchaser to any mortgage, lienLien, pledge, security interest, conditional sales contract or other encumbrance Encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan Material Contract to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares the Purchaser Shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securitiesthe Purchaser Shares; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects has had a Material Adverse Effect on its businessBusiness, operations, assets, properties or prospects; (g) suffered any material adverse change in its businessBusiness, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect a Material Adverse Effect on its businessBusiness, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees Employees or directors or made any increase in, or any addition to, other benefits to which any of its employees Employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the Priveco Purchaser Accounting Date, neither Priveco or any of its subsidiaries hasexcept as disclosed in the Purchaser SEC Documents and except as contemplated in this Agreement, the Purchaser has not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practiceproperties; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries the Purchaser to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000500; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the Priveco Company Accounting Date, neither Priveco or any of its subsidiaries hasCompany has not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco Company or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,0001,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since Except as set forth in Section 2.13 of the Priveco Accounting DateDisclosure Schedule or in the Company SEC Reports filed prior to the date hereof, since December 31, 2018, the Company and the Subsidiaries have conducted their respective businesses in the Ordinary Course of Business and neither Priveco or any of its subsidiaries hasthe Company nor the Subsidiaries have: (a) incurred sold or transferred any Liabilitiesportion of their respective assets or property that would be material to the Company or the Subsidiaries, other than Liabilities incurred except for sales in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (b) suffered any material loss, or discharged any material interruption in use, of any material assets or satisfied property on account of fire, flood, riot, strike or other hazard or act of god or otherwise that is not covered by insurance; (c) suffered any lien or encumbrancechange to their respective businesses which has had, or paid would reasonably be expected to have, a Material Adverse Effect; (d) modified or terminated any LiabilitiesContract that would have constituted a Material Contract (but for such modification or termination) or taken any action that would reasonably be expected to result in a material default under any Material Contract; (e) terminated or materially modified, waived any material right under or cancelled any Material Contract or waived any material right with respect to any of the items disclosed in Section 2.15 of the Disclosure Schedule; (f) entered into, modified or terminated any Contract with a Related Party; (g) (i) sold or transferred any Intellectual Property Rights owned or purported to be owned by the Company or the Subsidiaries or, other than in the ordinary course Ordinary Course of business consistent with past practiceBusiness, licensed or sublicensed any Intellectual Property Rights that the Company or the Subsidiaries own, purport to own, or use in the conduct of its businesses, or (ii) failed to pay or discharge when due maintain any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it issued patents or any of its assets registrations included in Intellectual Property Rights owned by the Company or propertiesthe Subsidiaries or otherwise refrained from maintaining, protecting and prosecuting registered Intellectual Property Rights owned by the Company or the Subsidiaries and applications to register Intellectual Property Rights owned by the Company or the Subsidiaries; (bh) sold, encumbered, assigned or transferred incurred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed Liens on any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is boundproperty, or cancelledany losses, modified damages, deficiencies, liabilities or waived any substantial debts obligations (whether absolute, accrued, contingent, disclosed or claims held otherwise) that are required by it GAAP to be provided or waived any rights of substantial valuereserved against on a balance sheet (the “Liabilities”), other than except for Liabilities incurred in the ordinary course Ordinary Course of Business which are not material to their respective business; (ei) declared, set aside or paid granted any dividend or made or agreed registration rights with respect to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or their respective equity securities; (fj) suffered paid or declared any damage, destruction dividends or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge other distributions on their respective equity securities of any actual class or threatened labour troubleissued, termination, resignation, strike purchased or other occurrence, event or condition redeemed any of their respective equity securities of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitledclass; (k) entered into transferred, assigned or granted any transaction license or sublicense of any material rights under, or with respect to, items disclosed in Section 2.15 of the Disclosure Schedule; (l) made any material capital expenditures; (m) split, combined or reclassified any of their respective equity securities; (n) incurred any additional Company Indebtedness or amended or modified any existing Company Indebtedness other than in the ordinary course Ordinary Course of Business; (o) made any capital investment in, or any loan to, any other Person; (p) amended any of their respective Charter Documents or enter into any joint venture or partnership; (q) hired, promoted or terminated the employment of any employee of the Company or the Subsidiaries, or taken any action to accelerate the vesting or payment, or in any other way secure the payment, of compensation or benefits under any Employee Benefit Plan; (r) made any Tax election not required by Law that could have a continuing effect on the Company or the Subsidiaries following the Closing Date, changed or revoked any material Tax election, filed or caused to be filed any amended Tax Return, agreed to extended any statute of limitations relating to any Tax, entered into any settlement or compromise with respect to any Tax liability, entered into any Tax sharing, Tax indemnity or Tax allocation agreement, consented to any extension or waiver of the limitations period applicable to any Tax claim or assessment, or entered into any closing or similar agreement with respect to any material Tax; (s) materially increased any bonuses, salaries, severance, profit sharing, insurance or other compensation or benefits to any director, officer, or employee except pursuant to an Employee Benefit Plan in existence as of the date hereof, as required by Law or in the Ordinary Course of Business; (t) except as required by Law, adopted, modified or increased payments or benefits under any Employee Benefit Plan; (u) entered into any purchase agreement to acquire by merger or consideration or by purchase of all or substantially all of the equity securities or assets of, or to acquire by any other manner, any business consistent entity or division thereof, or enter into any agreement to reorganize or recapitalize the Company or the Subsidiaries or amend or modify their respective Charter Documents; (v) materially changed any accounting principles, methods or practices (including any change in depreciation or amortization policies or rates) utilized by the Company; (w) entered into any settlement agreements for the settlement of any existing, pending or threatened Actions involving the payment of monetary damages of any amount exceeding $250,000 in the aggregate; (x) materially changed cash management practices with past practicerespect to collection of accounts receivable, including discounting for early payment and factoring, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (y) instituted, settled or compromised any Actions pending or threatened before any arbitrator, court or other Governmental Authority involving the payment of monetary damages of any amount exceeding $250,000 in the aggregate; or (lz) committed or agreed, whether orally or in writing or orallywriting, to do any of the foregoingthings described in this Section 2.13.

Absence of Changes. Since the Priveco Pubco Accounting Date, neither Priveco or any of its subsidiaries hasexcept as disclosed in the Public SEC Documents and except as contemplated in this Agreement, Pubco has not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practiceproperties; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries Pubco to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,0001,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the Priveco Pubco Accounting Date, neither Priveco or any of its subsidiaries hasexcept as disclosed in the Pubco SEC Documents and except as contemplated in this Agreement, Pubco has not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will shall cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practiceproperties; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries Pubco to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000500; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the Priveco Accounting Date, neither Priveco or any of its subsidiaries hashas not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will shall cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,00012,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the Priveco Accounting Datedate of incorporation of WEIC, neither Priveco or any of its subsidiaries hasand except as set out in Schedule 5, WEIC has not: (a) incurred any Liabilitiesliabilities, other than Liabilities liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilitiesliabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries WEIC to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000, except such as may be involved in ordinary repair, maintenance or replacement of its assets; (j) other than in the ordinary course of business, increased increase the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since Except as set forth in the Priveco Accounting DateSchedule of Exceptions, since June 30, 2000, neither Priveco or the Company nor any of its subsidiaries Subsidiary has: (ai) incurred suffered any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or propertiesMaterial Adverse Effect; (bii) soldincurred, encumberedassumed, assigned guaranteed or transferred discharged any material fixed assets debt, claim, commitment, obligation or properties except liability, absolute, accrued, contingent or otherwise, whether due or to become due (including any indebtedness for ordinary course business transactions consistent with past practiceborrowed money), in excess of $100,000, individually or in the aggregate; (ciii) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected to any other Encumbrance, any material piece of property, business or assets, tangible or intangible; (iv) sold, transferred, leased to others or otherwise disposed of any of the material assets of the Business, in excess of $100,000, individually or properties of Priveco in the aggregate, or its subsidiaries to canceled or compromised any mortgagedebt, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contractclaim, commitment, lease liability or plan to which it is a party or by which it is boundobligation, or cancelled, modified waived or waived released any substantial debts or claims held by it or waived any rights right of substantial value, other than involving an amount in excess of $100,000, individually or in the ordinary course of businessaggregate; (ev) declared, set aside or paid received any dividend or made or agreed to make written notice of termination of any other distribution or payment Contract with required payments thereunder in respect excess of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities$100,000; (fvi) suffered any damage, destruction or loss, loss (whether or not covered by insurance) to property, that materially and adversely effects its businessin excess of $100,000, operations, assets, properties individually or prospectsin the aggregate; (gvii) suffered transferred or granted any rights under, or entered into any settlement regarding the breach, misappropriation, infringement or violation of, any Intellectual Property, or modified any existing rights with respect thereto in a manner involving payments by or to the Business in excess of $100,000, individually or $100,000 in the aggregate; (viii) with respect to amounts in excess of $25,000 per year, made any change in the rate of compensation, commission, bonus or other direct or indirect remuneration payable, or paid or agreed or made any enforceable oral promise 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; (ix) made any change in its accounting, auditing or tax methods, practices or principles; (x) encountered any labor union organizing activity, had any actual or threatened employee strikes, work stoppages, slowdowns or lockouts, or had any material and adverse change in its businessrelations with its employees, operationsdistributors, assetsagents, properties, prospects customers or condition (financial or otherwise)suppliers; (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (kxi) entered into any transaction other than Contract, involving an amount per year in excess of $100,000, individually or in the ordinary course aggregate, 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 business consistent with past practicethe transactions contemplated hereby; (xii) made any grant of credit to any customer or distributor on terms or in amounts materially more favorable than had been extended to that customer or distributor in the past; or (lxiii) agreed, whether taken any action or omitted to take any action that has resulted or could reasonably be expected to result in writing or orally, to do the occurrence of any of the foregoing.

Absence of Changes. Since Except as disclosed in this Agreement, in Schedule 6 or in the Priveco Accounting DateAMI Financial Statements, neither Priveco or any of its subsidiaries hassince March 26, 2008, AMI has not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries AMI to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000, except such as may be involved in ordinary repair, maintenance or replacement of its assets; (j) other than in the ordinary course of business, increased increase the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction entitled other than to increase salaries of certain employees to market rates in accordance to the ordinary course of business consistent with past practiceprojections previously provided ATC by AMI; or (lk) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since January 31, 2004 and except as set forth in the Priveco Accounting DateFinancial Statements, neither Priveco or any of its subsidiaries hasXten has not: (a) incurred any Liabilitiesliabilities, other than Liabilities liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilitiesliabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties which would have been included in the assets of Xten if the closing had been held on January 31, 2004 or on any date since then, except for ordinary course of business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries Xten to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than whether or not in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,00010,000, except such as may be involved in ordinary repair, maintenance or replacement of its assets; (j) other than in the ordinary course of business, increased increase the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) changed any of the accounting principles followed or the methods of applying such principles; (l) entered into any transaction other than in the ordinary course of business consistent with past practice; or (lm) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the Priveco Company Accounting Date, neither Priveco or any of its subsidiaries hasCompany has not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practiceand all assets are owned free and clear of any liens or encumbrances; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco Company or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,0001,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the Priveco Accounting Date, neither Priveco or nor any of its subsidiaries has: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since Except as set forth in Schedule 2.9, since the Priveco Accounting Statement Date, neither Priveco or any of its subsidiaries hasthere has not been: (a) incurred any LiabilitiesAny change in the assets, liabilities, financial condition or operations of MEDMarket from that reflected in the MEDMarket Financial Statements, other than Liabilities incurred changes in the ordinary course Ordinary Course of business consistent with past practiceBusiness, none of which individually or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course aggregate has had or is expected to have a Material Adverse Effect on such assets, liabilities, financial condition or operations of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or propertiesMEDMarket; (b) soldAny resignation or termination of any key officers of MEDMarket; and MEDMarket, encumberedto its knowledge, assigned does not know of the impending resignation or transferred termination of employment of any material fixed assets or properties except for ordinary course business transactions consistent with past practicesuch officer; (c) createdAny material change, incurredexcept in the Ordinary Course of Business, assumed in the contingent obligations of MEDMarket by way of guaranty, endorsement, indemnity, warranty or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoeverotherwise; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any Any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its businessaffecting the properties, operationsbusiness or prospects or financial condition of MEDMarket; (e) Any waiver by MEDMarket of a valuable right or of a material debt owed to it; (f) Any direct or indirect loans made by MEDMarket to any stockholder, assetsemployee, properties officer or prospectsdirector of MEDMarket, other than advances made in the Ordinary Course of Business; (g) suffered any Any material adverse change in its businessany compensation arrangement or agreement with any employee, operationsofficer, assets, properties, prospects director or condition (financial or otherwise)stockholder; (h) received notice Any declaration or had knowledge payment of any actual or threatened labour trouble, termination, resignation, strike dividend or other occurrencedistribution of the assets of MEDMarket; (i) Any labor organization activity; (j) Any debt, obligation or liability incurred, assumed or guaranteed by MEDMarket, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business; (k) Any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets; (l) Any change in any material agreement to which MEDMarket is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of MEDMarket; or (m) Any other event or condition of any similar character which that, either individually or cumulatively, has had or might have an adverse effect on its materially and adversely affected the business, operations, assets, properties liabilities, financial condition, operations or prospects; prospects of MEDMarket. For purposes of this subsection (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of businessm), increased the salaries or other compensation ofa material and adverse effect shall only be deemed to occur if its monetary impact exceeds, or made any advance (excluding advances for ordinary and necessary business expenses) or loan towith the passage of time, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoingwill exceed $10,000.

Absence of Changes. Since the Priveco Accounting Datedate of the Financial Statements, neither Priveco or any of its subsidiaries hasexcept as disclosed in the Public SEC Documents and except as contemplated in this Agreement, Smart Ventures has not: (aA) incurred Incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (bB) soldSold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practiceproperties; (cC) createdCreated, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries Smart Ventures to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (dD) made Made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (eE) declaredDeclared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (fF) suffered Suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (gG) suffered Suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (hH) received Received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (iI) made Made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,00010,000; (jJ) other Other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (lK) agreedAgreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the Priveco Brigade Accounting Date, except as disclosed in the Brigade Public Record or as contemplated herein, neither Priveco or Brigade nor any of its subsidiaries has: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbranceEncumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage shall cause, individually or risk of material loss to it or any of its assets or propertiesin the aggregate, a Material Adverse Effect on Brigade; (b) incurred or suffered a Material Adverse Change; (c) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practiceproperties; (cd) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the its material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance Encumbrance of any nature whatsoever; (de) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan Material Contract to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (ef) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (fg) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects affects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character character, which has had or might have an adverse effect have, individually or in the aggregate, a Material Adverse Effect on its business, operations, assets, properties or prospectsBrigade; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000betterments; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; (l) made any material change in its accounting methods, principles or practices; or (lm) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the Priveco Accounting Datedate of the Financial Statements, neither Priveco or any of its subsidiaries hasexcept as disclosed in the Public SEC Documents and except as contemplated in this Agreement, RV Estates has not: (a) incurred Incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) soldSold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practiceproperties; (c) createdCreated, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries RV Estates to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made Made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declaredDeclared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered Suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered Suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received Received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made Made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other Other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled;; or (k) entered into Except with respect to a 74:1 forward stock split, RV Estates is not obligated to undertake any transaction other than action which would otherwise result in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing a recapitalization or orally, to do any of the foregoingreorganization.

Absence of Changes. Since the its inception, Priveco Accounting Date, neither Priveco or any of its subsidiaries hashas not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or propertiesproperty; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties property of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares equity securities or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospectsMaterial Adverse Effect; (g) suffered experienced any material adverse change in its businessaccounting methods, operations, assets, properties, prospects principles or condition (financial or otherwise)practices; (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, to any of its directors, officers, employees or directors consultants or made any increase in, or any addition to, other benefits to which any of its directors, officers, employees or directors consultants may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since Except as disclosed in the Priveco Accounting DateParent Financial Statements or as set forth in Section 3.11 of the Parent Disclosure Schedule, neither Priveco or any of since December 31, 1999, Parent has conducted its subsidiaries hasbusiness only in the ordinary course and Parent has not: (a) amended or otherwise modified its Certificate of Incorporation or Bylaws (or similar organizational document); (b) issued or sold or authorized for issuance or sale, or granted any options or warrants or amended or modified in any respect of any previously granted option or warrant or made other agreements (other than this Agreement) of the type referred to in Section 3.4 with respect to, any shares of its capital stock or any other of its securities, or altered any term of any of its outstanding securities or made any change in its outstanding shares of capital stock or other ownership interests or its capitalization, whether by reason of a reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, stock dividend or otherwise or redeemed, purchased or otherwise acquired any of its or its parent's capital stock or agreed to do any of the foregoing (whether or not legally enforceable); (c) recorded or accrued any item of revenue, except as a result of the provision of services in the ordinary course of business and consistent with prior practice; (d) incurred any Liabilitiesindebtedness for borrowed money, entered into any lease that should be capitalized in accordance with GAAP or subjected to any Encumbrance or other restriction any of its properties, business or assets except Encumbrances or other restrictions that could not reasonably be expected to have a Material Adverse Effect; (e) discharged or satisfied any Encumbrance, or paid any obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, other than Liabilities current liabilities shown on Parent's consolidated balance sheet as of December 31, 1999 and current liabilities incurred since that date in the ordinary course of business and consistent with prior practice; (f) sold, transferred, leased to others or otherwise disposed of any material properties or assets or purchased, leased from others or otherwise acquired any material properties or assets except in the ordinary course of business; (g) canceled or compromised any debt or claim or waived or released any right of substantial value; (h) terminated or received any notice of termination of any contract, lease, license or other agreement or any Governmental License, or suffered any damage, destruction or loss (whether or not covered by insurance) that could reasonably be expected to have a Material Adverse Effect; (i) made any change in the rate of compensation, commission, bonus or other remuneration payable, or paid, agreed, or promised (in writing or otherwise) to pay, provide or modify, conditionally or otherwise, any bonus, extra compensation, pension, severance or vacation pay or any other benefit or perquisite of any other kind, to any director, officer, employee, salesman or agent of the Company or any of its Subsidiaries except in the ordinary course of business consistent with prior practice and pursuant to or in accordance with plans disclosed in Section 3.11(a) of the Parent Disclosure Schedule that were in effect as of December 31, 1999; (j) made any increase in or commitment (whether or not legally enforceable) to increase or communicated any intention to increase any employee benefits, adopted or made any commitment to adopt any additional employee benefit plan or made any contribution, other than regularly scheduled contributions, to any Employee Benefit Plan (as defined in Section 2.14(a)); (k) lost the employment services of a senior manager or other employee of equal or higher ranking; (l) made any loan or advance to any Person other than travel and other similar routine advances in the ordinary course of business consistent with past practice, or discharged acquired any capital stock or satisfied other securities of any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it corporation or any of its assets or propertiesownership interest in any other business enterprise; (bm) soldinstituted, encumbered, assigned settled or transferred agreed to settle any material fixed assets litigation, action or proceeding before any court or governmental body relating to Parent or its properties except for ordinary course business transactions consistent with past practiceor assets; (cn) createdentered into any transaction, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, commitment other than in the ordinary course of business; (eo) declaredchanged any accounting practices, set aside policies or paid any dividend procedures utilized in the preparation of Parent Financial Statements (including procedures with respect to revenue recognition, payment of accounts payable or made or agreed to make any other distribution or payment in respect collection of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities;accounts receivable); or (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (kp) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing agreement or orally, made any commitment to do take any of the foregoingtypes of action described in subparagraphs (a) through (o) of this Section 3.11.

Absence of Changes. Since Except in the Priveco Accounting Dateordinary course of Seller's business or in connection with the transactions contemplated by this Agreement, neither Priveco since April 30, 2001, Seller has not in connection with or any of its subsidiaries hasrelating to the Business or the Assets: (a) suffered any Material Adverse Effect; (b) incurred, 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), except current liabilities for trade or business obligations incurred any Liabilities, other than Liabilities incurred in connection with the purchase of goods or services in the ordinary course of business of the Business (consistent in amount and kind with past prior practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice); (c) createdother than pursuant to the FNF Secured Loans and the Homemark Secured Loans, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgageother Lien, lienany property, pledgebusiness or assets, security interest, conditional sales contract tangible or intangible other encumbrance of any nature whatsoeverthan Liens for Taxes not yet due and payable and Liens for Taxes which are being contested in good faith and by appropriate proceedings with adequate reserves therefor having been maintained on Seller's Books and Records; (d) made sold, transferred, leased to others or suffered any amendment or termination otherwise disposed of any material agreementof the Assets, contractor canceled or compromised any debt, claim, commitment, lease liability or plan to which it is a party or by which it is boundobligation, or cancelled, modified waived or waived released any substantial debts or claims held by it or waived any rights right of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid received any dividend or made or agreed to make notice of termination of any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securitiesContract; (f) suffered any damage, destruction or loss, casualty loss (whether or not covered by insurance), that materially and adversely effects its businessin any case or in the aggregate, operations, assets, properties or prospectsin excess of $25,000; (g) suffered transferred or granted any material adverse change in its businessrights under, operationsor entered into any settlement regarding the breach, assetsmisappropriation, propertiesinfringement or violation of, prospects any Intellectual Property, or condition (financial or otherwise)modified any existing rights with respect thereto; (h) received notice made any change in the rate of compensation, commission, bonus or had knowledge 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 actual employee, distributor or threatened labour troubleagent of the Business, termination, resignation, strike or in each case other occurrence, event or condition than increases in the ordinary course of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospectsbusiness of the Business (consistent in amount and kind with past practice); (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding any change in the aggregate $5,000accounting, auditing or tax methods, practices or principles of the Business; (j) other than in the ordinary course of businessencountered any labor union organizing activity, increased the salaries had any actual or other compensation ofthreatened employee strikes, work stoppages, slowdowns or lockouts, or made had any advance (excluding advances for ordinary and necessary business expenses) material change in its relations with its employees, agents, customers or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitledsuppliers; (k) except with respect to the payment of fees of lawyers or accountants, entered into any transaction transaction, contract, arrangement, order, license, lease, permit, instrument, agreement or commitment other than in the ordinary course of business of the Business (consistent in amount and kind with past practice), or paid or agreed to pay any brokerage or finder's fee; (l) made any discount of appraisal rates, or granted any discount of charges for any other services rendered, to any customer on terms or in amounts materially more favorable than had been extended to that customer in the past; or (lm) agreed, whether taken any action or omitted to take any action that would result in writing or orally, to do the occurrence of any of the foregoing.

Absence of Changes. Since the Priveco Accounting Date, neither Priveco or any of its subsidiaries hashas not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (kj) entered into any transaction other than in the ordinary course of business consistent with past practice; or (lk) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the Priveco Accounting Date, neither Priveco or any of its subsidiaries hashas not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,00010,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since Except as set forth in Schedule 3.8, since December 31, 2001, the Priveco Accounting Date, neither Priveco or any of its subsidiaries hasCompany has not: (a) suffered any Material Adverse Effect or obtained knowledge of any event that might reasonably be expected to cause the Company to suffer a Material Adverse Effect in the future; (b) incurred, assumed, guaranteed or discharged any additional, material obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, or any additional indebtedness (including any Debt) beyond that already listed and outstanding prior to December 31, 2001, except current liabilities for trade or business obligations incurred any Liabilities, other than Liabilities incurred in connection with the purchase of goods or services in the ordinary course of business consistent (in amount and kind) with past prior practice; (c) mortgaged, pledged or discharged subjected to any other Lien, any property, business or satisfied assets, tangible or intangible; (d) sold, transferred, leased to others or otherwise disposed of any lien or encumbrancematerial assets, or paid any Liabilities, other than except for production of the Company sold in the ordinary course of business (consistent with past practice), or failed to pay canceled or discharge when due compromised any Liabilities of which the failure to pay debt or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowedclaim, or mortgaged, pledged waived or subjected released any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights right of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid received any dividend or made or agreed to make notice of termination of any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securitiesContract; (f) suffered any damage, destruction or loss, loss (whether or not covered by insurance), that materially and adversely effects its businessin any case or in the aggregate, operations, assets, properties or prospectsin excess of $50,000; (g) suffered transferred or granted any material adverse change in its businessrights under, operationsor entered into any settlement regarding the breach or infringement of, assetsany Intellectual Property, properties, prospects or condition (financial or otherwise)modified any existing rights with respect thereto; (h) received notice made any material change in the rate of compensation, commission, bonus or had knowledge 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 actual employee, distributor or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition agent of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospectsthe Company; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding any change in the aggregate $5,000accounting or auditing methods, practices or principles of the Company; (j) encountered any labor union organizing activity, had any actual or threatened employee strikes, work stoppages, slowdowns or lockouts, or had any material change in its relations with its employees, distributors, agents, customers or suppliers; (k) entered into any material transaction or Contract other than in the ordinary course of business, increased the salaries or paid or agreed to pay any legal, accounting, brokerage, finder's fee, Taxes or other compensation expenses in connection with, or incurred any severance pay obligations by reason of, this Agreement or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitledthe transactions contemplated hereby; (kl) entered into made any transaction other material grant of credit to any customer or distributor on terms or in amounts materially more favorable than in the ordinary course of business consistent business; (m) amended its charter or by-laws or merged with past practiceor into or consolidated with any other Person, subdivided, combined or in any way reclassified any shares of its capital stock or changed or agreed to change in any manner the rights of its outstanding capital stock or the character of its business; (n) made any declaration of, or set aside or paid, any dividend or other distribution (whether in cash, stock or other property) with respect to the capital stock of the Company, or issued, pledged or sold any shares of capital stock of the Company, or any other securities or rights, convertible into or exchangeable for or conferring the right to purchase shares of capital stock of the Company (or entered into any agreement, arrangement or other understanding to do the same) or directly or indirectly purchased, redeemed, retired or otherwise acquired any shares of capital stock of the Company or other securities convertible into, exchangeable for or conferring the right to purchase shares of capital stock of the Company (or entered into any agreement, arrangement or other understanding to do the same); or (lo) agreed, whether taken any action or omitted to take any action that would result in writing or orally, to do the occurrence of any of the foregoing.

Absence of Changes. Since the Priveco Accounting Datedate of the most recent balance sheets of NxGen provided to SouthernPlanet, neither Priveco or any of NxGen has to the extent possible, conducted its subsidiaries hasbusiness in the ordinary course and, except as contemplated herein, there has not been: (a) incurred any Liabilitieschange, by itself or together with other than Liabilities incurred in the ordinary course of business consistent with past practicechanges, that has affected adversely, or discharged is likely to affect adversely, the business, operations, affairs, prospects, properties, assets, profits or satisfied any lien condition (financial or encumbrance, or paid any Liabilities, other than in the ordinary course otherwise) of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or propertiesNxGen; (b) soldany damage, encumbereddestruction or loss (whether or not covered by insurance) adversely affecting the properties or business of NxGen; (c) any change in the authorized capital of NxGen or in its outstanding securities or any change in its ownership interests or any grant of any options, assigned warrants, calls, conversion rights or transferred commitments; (d) any material fixed assets declaration or properties payment of any dividend or distribution in respect of the capital stock, or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of NxGen; (e) any increase in the compensation, bonus, sales commissions or fee arrangements payable or to become payable by NxGen to any of its officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice, nor has NxGen entered into or amended any employee benefit plan, employment, severance or other agreement relating to compensation or fringe benefits; (f) any work interruptions, labor grievances or claims filed, save for demand for wages by employees, or any similar event or condition of any character, materially adversely affecting the business or future prospects of NxGen; (g) any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights of NxGen to any person, including without limitation NxGen or its affiliates; (h) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to NxGen, including without limitation any indebtedness or obligation of NxGen, provided that NxGen may negotiate and adjust bills in the course business transactions of good faith disputes with customers in a manner consistent with past practice; (ci) createdany plan, incurred, assumed agreement or guaranteed arrangement granting any indebtedness for money borrowed, preferential rights to purchase or mortgaged, pledged or subjected acquire any interest in any of the material assets assets, property or properties rights of Priveco NxGen or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance requiring consent of any nature whatsoeverparty to the transfer and assignment of any such assets, property or rights; (dj) made any purchase or suffered acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of business of NxGen; (k) any waiver of any material rights or claims of NxGen; (l) any breach, amendment or termination of any material contract, agreement, contractlicense, commitment, lease permit or plan other right to which it NxGen is a party or excluding cancellation of NxGen's insurance policy coverages; (m) any transaction by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in NxGen outside the ordinary course of business; (en) declaredany capital commitment by NxGen, set aside either individually or paid in the aggregate, exceeding $100,000; (o) any dividend change in accounting methods or made practices (including any change in depreciation or agreed to make any other distribution amortization policies or payment in respect rates) by NxGen or the revaluation by NxGen of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securitiesassets; (fp) suffered any damagecreation or assumption by NxGen of any mortgage, destruction pledge, security interest or loss, whether lien or other encumbrance on any asset (other than liens arising under existing lease financing arrangements which are not covered by insurance, that materially material and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwiseliens for Taxes not yet due and payable); (hq) received notice any entry into, amendment of, relinquishment, termination or had knowledge non-renewal by NxGen of any actual or threatened labour troublecontract, terminationlease transaction, resignation, strike commitment or other occurrenceright or obligation, event or condition within its'control, requiring aggregate payments by NxGen in excess of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects$50,000; (ir) any loan by NxGen to any person or entity, incurring by NxGen of any indebtedness, guaranteeing by NxGen of any indebtedness save for payments made commitments by managemnet on behalf of NxGen , issuance or agreements for capital expenditures sale of any debt securities of NxGen or capital additions or betterments exceeding in the aggregate $5,000guaranteeing of any debt securities of others; (js) other than in the ordinary course of business, increased the salaries negotiation or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, agreement by NxGen or any addition to, other benefits to which any of its employees officer or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, employee thereof to do any of the foregoingthings described in the preceding clauses (a) through (s) (other than negotiations with SouthernPlanet and its representatives regarding the transactions contemplated by this Agreement).

Absence of Changes. Since the Priveco G2BE Accounting Date, and except as set forth in Schedule "D" and elsewhere in this Agreement or as contemplated herein, neither Priveco or G2BE nor any of its subsidiaries has: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbranceEncumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage shall cause, individually or risk of material loss to it or any of its assets or propertiesin the aggregate, a Material Adverse Effect on G2BE; (b) incurred or suffered a Material Adverse Change; (c) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practiceproperties; (cd) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the its material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance Encumbrance of any nature whatsoever; (de) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan Material Contract to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (ef) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (fg) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects affects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character character, which has had or might have an adverse effect have, individually or in the aggregate, a Material Adverse Effect on its business, operations, assets, properties or prospectsG2BE; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000betterments; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; (l) made any material change in its accounting methods, principles or practices; or (lm) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the Priveco Accounting Denali Balance Sheet Date, neither Priveco Denali has not undergone any adverse change in its business, condition (financial or any of its subsidiaries has: (aotherwise) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practiceor prospects, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, loss (whether or not covered by insurance). Since the Denali Balance Sheet Date, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which Denali has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than operated only in the ordinary course of business, increased consistent in all respects with historical practice, and no change has been made or transaction entered into in anticipation of the salaries transactions contemplated hereby. Without limiting the generality of the foregoing, since the Denali Balance Sheet Date, Denali has not: (a) made any loan, advance or other compensation ofextension of credit to any Denali Member or any officer, director or made employee of Denali or any advance Affiliate of any thereof; (excluding advances for ordinary and necessary business expensesb) increased or loan toexperienced any adverse change in any assumption underlying any method of calculating bad debts, contingencies or other reserves from that reflected in the Denali Financial Statements; (c) cancelled, compromised, written down, written off or waived any claim or right of substantial value; (d) sold, transferred, distributed or otherwise disposed of any of its employees or directors or made any increase in, or any addition to, other benefits to which any assets except for sales of its employees or directors may be entitled; (k) entered into any transaction other than equipment for fair consideration in the ordinary course of business which has either been replaced by comparable equipment or is no longer necessary for the operation of Denali’s business; (e) made any capital expenditure or commitment for additions to property, plant or equipment; (f) made or agreed to make any increase in the compensation payable or benefits provided to any of the officers or directors of Denali; (g) paid any severance or termination pay to any officer, director or employee of Denali; (h) changed the methods of accounting or accounting principles or practices of Denali set forth in or reflected by the Financial Statements; (i) entered into any contract or received any payment as a result of which Denali would be required to provide goods or services to any Person after the Closing without receiving full payment for those goods or services at or after the time they are provided; (j) entered into any transaction or contract, or amended or terminated any transaction or contract, with respect to the business of Denali, except normal transactions or contracts consistent in nature and scope with past practiceprior practices and entered into in the ordinary course of business in arm’s-length transactions, none of which transactions or contracts, or amendments or terminations thereof, could reasonably be expected to have a material adverse effect upon the business of Denali or the financial condition or prospects thereof; (k) terminated or been advised of the termination of or material reduction in its relationship with any material customer or supplier; (l) changed in any material respect the business policies or practices of Denali or failed to operate the business of Denali in good faith and in the ordinary course; or (lm) agreed, whether in writing or orallynot, to do any of the foregoing.

Absence of Changes. Since the Priveco Purchaser Accounting Date, neither Priveco or any of its subsidiaries hasexcept as disclosed in the Disclosure Records, and except as contemplated in this Agreement, the Purchaser has not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practicepractice or in connection with the Transaction, or discharged or satisfied any lien or encumbranceLien, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss Material Adverse Effect to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practiceproperties; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries the Purchaser to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance Lien of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan Material Contract to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend dividend, or made or agreed to make any other distribution or payment in respect of its capital shares any securities of the Purchaser or redeemed, purchased or otherwise acquired acquired, or agreed to redeem, purchase or acquire any securities of its capital shares or equity securitiesthe Purchaser; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects has had a Material Adverse Effect on its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (ki) entered into any transaction other than in the ordinary course of business consistent with past practice; or (lj) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since Except as set forth in the Priveco Accounting DateSchedule of ------------------ Exceptions, since June 30, 2000, neither Priveco or the Company nor any of its subsidiaries Subsidiary has: (ai) incurred suffered any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or propertiesMaterial Adverse Effect; (bii) soldincurred, encumberedassumed, assigned guaranteed or transferred discharged any material fixed assets debt, claim, commitment, obligation or properties except liability, absolute, accrued, contingent or otherwise, whether due or to become due (including any indebtedness for ordinary course business transactions consistent with past practiceborrowed money), in excess of $100,000, individually or in the aggregate; (ciii) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected to any other Encumbrance, any material piece of property, business or assets, tangible or intangible; (iv) sold, transferred, leased to others or otherwise disposed of any of the material assets of the Business, in excess of $100,000, individually or properties of Priveco in the aggregate, or its subsidiaries to canceled or compromised any mortgagedebt, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contractclaim, commitment, lease liability or plan to which it is a party or by which it is boundobligation, or cancelled, modified waived or waived released any substantial debts or claims held by it or waived any rights right of substantial value, other than involving an amount in excess of $100,000, individually or in the ordinary course of businessaggregate; (ev) declared, set aside or paid received any dividend or made or agreed to make written notice of termination of any other distribution or payment Contract with required payments thereunder in respect excess of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities$100,000; (fvi) suffered any damage, destruction or loss, loss (whether or not covered by insurance) to property, that materially and adversely effects its businessin excess of $100,000, operations, assets, properties individually or prospectsin the aggregate; (gvii) suffered transferred or granted any rights under, or entered into any settlement regarding the breach, misappropriation, infringement or violation of, any Intellectual Property, or modified any existing rights with respect thereto in a manner involving payments by or to the Business in excess of $100,000, individually or $100,000 in the aggregate; (viii) with respect to amounts in excess of $25,000 per year, made any change in the rate of compensation, commission, bonus or other direct or indirect remuneration payable, or paid or agreed or made any enforceable oral promise 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; (ix) made any change in its accounting, auditing or tax methods, practices or principles; (x) encountered any labor union organizing activity, had any actual or threatened employee strikes, work stoppages, slowdowns or lockouts, or had any material and adverse change in its businessrelations with its employees, operationsdistributors, assetsagents, properties, prospects customers or condition (financial or otherwise)suppliers; (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (kxi) entered into any transaction other than Contract, involving an amount per year in excess of $100,000, individually or in the ordinary course aggregate, 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 business consistent with past practicethe transactions contemplated hereby; (xii) made any grant of credit to any customer or distributor on terms or in amounts materially more favorable than had been extended to that customer or distributor in the past; or (lxiii) agreed, whether taken any action or omitted to take any action that has resulted or could reasonably be expected to result in writing or orally, to do the occurrence of any of the foregoing.

Absence of Changes. Since Except as set forth in Disclosure Schedule 3.13, since August 31, 2003, Bulldog BC has not, other than in connection with the Priveco Accounting Date, neither Priveco or any of its subsidiaries hasAntares Loans: (a) incurred any Liabilitiesliabilities, other than Liabilities liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilitiesliabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties which would have been included in the assets of Bulldog BC if the closing had been held on August 31, 2003 or on any date since then, except for ordinary course of business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries Bulldog BC to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than whether or not in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,00010,000, except such as may be involved in ordinary repair, maintenance or replacement of its assets; (j) other than in the ordinary course of business, increased increase the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) changed any of the accounting principles followed or the methods of applying such principles; (l) entered into any transaction other than in the ordinary course of business consistent with past practice; or (lm) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the Priveco Accounting Date, neither Priveco or any of its subsidiaries hashas not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,00025,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since Except as set forth on Schedule 3.7, since the Priveco Accounting Latest Balance Sheet Date, neither Priveco or any of its subsidiaries hasthe Company has been operated in the ordinary course, consistent with past practice, and the Company has not: (a) incurred suffered any Liabilitieschange in its business, operations, assets, financial condition, operating results or Liabilities which has had or is reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries (taken as a whole) or any material casualty loss or damage or destruction to the assets of the Company (taken as a whole), whether or not covered by insurance (a "Material Adverse Change"); (b) declared or made or agreed to declare or make any distributions of any assets of any kind whatsoever to any shareholder as a dividend, in redemption or as the purchase price of any Shares or Options or in discharge or cancellation, whether in part or in whole, of any indebtedness (whether in payment of principal, interest or otherwise) owing to any of them, or for any other than Liabilities incurred purpose, except the payment of normal compensation and the reimbursement of bona fide business expenses in the ordinary course of business operating the Company consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practicepractices; (c) created, incurred, assumed issued or guaranteed sold or contracted to issue or sell any indebtedness for money borrowed, Shares or mortgaged, pledged Options or subjected rights to purchase any of the material assets Shares or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoeverOptions; (d) made mortgaged, pledged, hypothecated or suffered otherwise encumbered any amendment of its material assets, tangible or termination intangible; (e) sold or transferred any of any material agreementits assets, contract, commitment, lease property or plan to which it is a party or by which it is boundrights, or cancelled, modified canceled or waived agreed to cancel any substantial of its debts or claims held by it or waived any rights of substantial valueclaims, other than except for fair value in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damagechange in its Business, destruction its relationships with its customers, or loss, whether its contracts with customers or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospectssuppliers which has a Material Adverse Effect; (g) suffered incurred any material adverse change in its business, operations, assets, properties, prospects or condition commitment (financial through negotiations or otherwise)) or any Liability to any labor organization or been involved in any labor dispute; (h) received notice materially increased the amount of its indebtedness, obligations or had knowledge liabilities outside the ordinary course of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments entered or agreements for capital expenditures agreed to enter into any agreement or capital additions arrangement granting any preferential rights to purchase a material part of its assets, property or betterments exceeding in the aggregate $5,000rights; (j) other than placed any orders for materials, merchandise or supplies in the ordinary course of businessexceptional or unusual quantities, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitledbased upon past operating practices; (k) entered into made any transaction other than material change in the ordinary course accounting practices or methods followed by it; (l) been involved in any event or experienced any condition of business consistent with past practiceany character that, either individually or in the aggregate, has had or is likely to have a Material Adverse Effect; or (lm) agreedentered into any agreement, whether in writing or orallyotherwise, to do take any of the foregoingactions specified in the foregoing clauses (a) through (l).

Absence of Changes. Since the Priveco Accounting Interim Date, neither Priveco the Seller has conducted the Business only in the ordinary course, and, except as set forth on Schedule 4.13 attached hereto, the Seller has not, in connection with the Business, as of the date hereof and as of the date of the Closing, either directly or any of its subsidiaries hasindirectly since the Interim Date: (a) incurred any Liabilities, other than Liabilities incurred except for changes in the ordinary course of business consistent with past practicepractice which have not had, and will not have, a Seller Material Adverse Effect, suffered any change in the condition (financial or otherwise), properties, assets, liabilities, business, operations, sales or earnings of the Business, which change by itself or in conjunction with any or all other such changes has been or will be adverse with respect to the condition (financial or otherwise), properties, assets, liabilities, business, operations, sales or earnings of the Business; (b) written up or down the value of any inventory or other assets or written off as uncollectible any notes or accounts receivable or any portion thereof, except in amounts which, in the aggregate, are not in excess of pre-existing reserves therefor or taken or set aside any reserves or charges in its books against earnings or assets or reversed any reserves; (i) purchased, sold, assigned, transferred, abandoned or otherwise disposed of any assets other than in the ordinary course of its business consistent with past practices, or discharged (ii) canceled any debts or satisfied any lien or encumbrance, or paid any Liabilitiesclaims, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoeverpractices; (d) made entered into any transaction or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, agreement other than in the ordinary course of businessbusiness consistent with past practices; (e) declaredentered into any compromise or settlement of any litigation, set aside proceeding or paid any dividend governmental investigation relating to the Seller, the Business or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securitiesthe Acquired Assets; (f) suffered any damage, destruction or lossloss to the Acquired Assets, whether or not covered by insurance, that materially and which adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or affects the condition (financial or otherwise), properties, assets, liabilities, business, operations, sales or earnings of the Business; (g) received notice or acquired knowledge of any labor trouble, difficulty, dispute or organizing effort involving employees of the Seller; (h) received notice formed any subsidiaries or had knowledge of merged or consolidated, or obligated itself to do so, with or into any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospectsperson; (i) made commitments changed the compensation payable or agreements for capital expenditures to become payable by the Seller to any of its officers, directors, employees or capital additions or betterments exceeding agents other than, in the aggregate $5,000case of employees who are not officers, directors or shareholders of Seller, normal merit increases and bonuses made in accordance with (and consistent in amount with) its usual practices; (j) other than in incurred any obligation or liability on behalf of the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, Seller to any of its employees officers, directors, employees, shareholders or directors or made any increase inaffiliates, or any addition to, other benefits loans or advances made by the Seller to which any of its employees officers, directors, employees, shareholders or directors may be entitled; (k) entered into any transaction other than affiliates, except normal compensation and expense allowances payable to such persons in the ordinary course of business consistent with past practice; orpractices; (lk) agreedsuffered any loss of employees, whether in writing customers or orallysuppliers that adversely affects the Business, or been advised by any customer or supplier that such customer or supplier intends to do any of discontinue its relationship with the foregoingSeller.

Absence of Changes. Since Except as disclosed in Schedule C, since the Priveco Accounting Datedate of the Audited Financial Statements, neither Priveco or any the Target and each of its subsidiaries hasSubsidiaries has carried on business and conducted its operations and affairs only in the Ordinary Course and the Target and each of its Subsidiaries has not: (a) incurred made or suffered any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or propertiesMaterial Adverse Change; (b) soldsuffered any damage, encumbered, assigned destruction or transferred any material fixed assets loss (whether or properties except for ordinary course business transactions consistent with past practicenot covered by insurance) affecting the Property; (c) createdincurred any liability, incurredobligation, assumed indebtedness or guaranteed any commitment (whether accrued, absolute, contingent or otherwise, and whether due or to become due), other than unsecured current liabilities, obligations, indebtedness for money borrowed, or mortgaged, pledged or subjected any of and commitments incurred in the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoeverOrdinary Course; (d) made paid, discharged or suffered satisfied any amendment Encumbrance, liability, obligation, indebtedness or termination commitment of the Target or any material agreementone of its Subsidiaries (whether accrued, contractabsolute, commitmentcontingent or otherwise, lease and whether due or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, become due) other than payment of accounts payable and Tax liabilities incurred in the ordinary course of businessOrdinary Course; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution with respect to any shares in the capital of the Target or payment in respect any one of its capital shares Subsidiaries or redeemed, purchased repurchased or otherwise acquired acquired, directly or agreed to redeem, purchase or acquire indirectly any of its capital shares or equity securitiessuch shares; (f) suffered issued or sold or entered into any damage, destruction Contract for the issuance or loss, whether sale of any shares in the capital of or not covered by insurance, that materially and adversely effects securities convertible into or exercisable for shares in the capital of the Target or any one of its business, operations, assets, properties or prospectsSubsidiaries; (g) suffered made or granted any material adverse change in its businesslicence, operationssale, assetsassignment, propertiestransfer, prospects disposition, pledge, mortgage, hypothec or condition (financial security interest or otherwise)other Encumbrance on or over any of the Property; (h) received notice or had knowledge made any write-off as uncollectible of any actual Accounts Receivable or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospectsportion thereof; (i) cancelled any debts or Claims or made commitments any amendment, termination or agreements for capital expenditures waiver of any rights of value to the Target or capital additions or betterments exceeding in the aggregate $5,000any one of its Subsidiaries; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) capital expenditures or loan to, any commitments of the Target or its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitledSubsidiaries; (k) entered into made any transaction other than change in the ordinary course credit terms offered to customers of business consistent with past practiceor by suppliers to the Target or any one of its Subsidiaries; (l) terminated, cancelled or modified or received any notice of a request for termination, cancellation or modification of any Material Contract; or (lm) agreed, whether in writing authorized or orally, agreed to or otherwise committed to do any of the foregoing.

Absence of Changes. Since the Priveco Accounting Date, neither Priveco or nor any of its subsidiaries has: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of businessbusiness or as disclosed to Pubco, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since From the Priveco Accounting Datedate of the Gigantic Financial Statements through Closing, neither Priveco or any of its subsidiaries hasGigantic has not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco Gigantic or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) ; suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since May 22, 1997, except for satisfaction of loans to Hillcrest Bank which will be satisfied by RDL at or prior to Closing, and except for the Priveco Accounting Datetransactions contemplated by this Agreement, neither Priveco there has not been any transaction or any of its subsidiaries occurrence in which RDLLLC has: (a) incurred A. Issued or delivered or agreed to issue or deliver any Liabilities, other than Liabilities incurred in the ordinary course membership interest of business consistent with past practiceRDLLLC, or discharged granted, or agreed to grant any options or rights to purchase any membership interest of RDLLLC, or borrowed, or agreed to borrow any funds; B. Incurred or knowingly become subject to, or agreed to incur or become subject to, any obligation or liability (absolute or contingent); C. Discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent) other than current liabilities; D. Other than to accomplish the distributions contemplated by Section 8.02, declared, set aside or made, or agreed to declare, set aside or make any payments or any distribution to members, or purchased, redeemed or otherwise acquired, directly or indirectly, or agreed to purchase or acquire, any membership interest; E. Mortgaged, pledged or subjected to a lien, charge or any other encumbrance, or paid any Liabilitiesagreed so to do, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets assets, tangible or propertiesintangible, except the lien of current real and personal property taxes; (b) soldF. Sold, encumberedassigned, transferred or agreed so to do, any of its tangible assets, or cancelled, agreed to cancel, prepaid or agreed to prepay any debts or claims; G. Sold, assigned or transferred any material fixed assets trademarks, trade names, copyrights or properties except for ordinary course business transactions consistent with past practiceother intangible assets; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered H. Suffered any damage, destruction or loss, whether or not covered by insurance, which materially adversely affected the properties or business of RDLLLC, or waived any rights of substantial value; I. Increased, or agreed to increase, the rate of compensation payable or to become payable by it to any of its members, employees or agents over the rate being paid to them at 5/22/97; J. Terminated or amended any material contract, agreement, license or other instrument to which it is a party or suffered any loss or termination or threatened loss or termination, of any material customer or supplier; K. Through negotiation or otherwise, made any commitment or incurred any liability or obligation, enforceable or not, to any labor organization; L. Made or agreed to make any accrual or arrangement for or payment of any bonuses or special compensation of any kind to any member, employee or agent; M. Directly or indirectly paid or made a commitment to pay any severance or termination pay to any member, employee or agent; N. Introduced any new method of management, operation or accounting that materially and adversely effects would have a material adverse effect on its business, operations, business or on any of the assets, properties or prospectsrights applicable thereto; (g) suffered any material adverse change in O. Reclassified its business, operations, assets, properties, prospects membership interest into a different membership interest or condition (financial or otherwise)partnership interest; P. Made or agreed to make any charitable contributions (hother than as accrued on the RDLLLC Financial Statements) received notice or had knowledge incurred or agreed to incur any nonbusiness expenses; Q. Paid or agreed to pay any service charges, interest charges or payments or investment charges or similar fees to any of the Sellers or Company or any actual Affiliate of the Sellers or threatened labour trouble, termination, resignation, strike Company or entered into any other occurrence, transactions; R. Experienced any other event or condition materially or adversely affecting the business or properties of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoingRDLLLC.

Absence of Changes. Since the Priveco Parent Accounting Date, neither Priveco or any of its subsidiaries hasexcept as disclosed in the Public SEC Documents and except as contemplated in this Agreement, Parent has not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practiceproperties; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries Parent to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties has had or prospectsmay be reasonably expected to have a Material Adverse Effect on Parent; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,00015,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the Priveco Accounting Date, neither Priveco none of Scrou, KO NGA or any of its KO NGA’s other subsidiaries has: (a) incurred any Liabilitiesliabilities, other than Liabilities liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilitiesliabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or to any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco Scrou, KO NGA or its any of KO NGA’s other subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since December 31, 2004, the Priveco Accounting Date, neither Priveco business of TBI and each TBI Subsidiary has been conducted in the Ordinary Course and none of TBI or any of its subsidiaries hasthe TBI Subsidiaries has otherwise: (a) experienced or suffered any change constituting a Material Adverse Effect or events or transactions reasonably likely to result in a Material Adverse Effect; (b) incurred any LiabilitiesFunded Debt or incurred, or become subject to, any other than Liabilities incurred absolute or contingent obligation or liability, or guaranteed any liabilities or obligations of any other Person; (c) created or suffered any Encumbrance with respect to its properties, business or assets; (d) sold, pledged, transferred or otherwise disposed of, or agreed to sell, transfer or otherwise dispose of any portion of its assets, properties or rights, except in the ordinary course Ordinary Course of business consistent Business and not exceeding in the aggregate $25,000; (e) conveyed or agreed to convey any property to any Affiliate or entered into any non-arm's length transaction with past practiceany Affiliate; (f) experienced any general work stoppage, labor dispute or other employee disturbance; (g) incurred or become subject to any claim or liability for any damages which could have a Material Adverse Effect on it, for negligence or any other tort, or discharged or satisfied for breach of Contract; (h) entered into any lien or encumbranceContract, or paid any Liabilitiesotherwise operated its business, other than in the ordinary course Ordinary Course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or propertiesBusiness; (bi) sold, encumbered, assigned committed any act or transferred omitted to do any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed act which would cause a Default under any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan Contract to which it is a party or by which it is boundbound on the date hereof, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than which Default is reasonably likely to result in a Material Adverse Effect on the ordinary course of businessBank; (ej) issued, sold, purchased or redeemed any stock, bonds, debentures, notes, or other securities of TBI or the Bank, or issued, sold or granted any Right in respect thereof; (k) waived, released or canceled any debts owed to it, claims, rights of value or suffered any extraordinary loss, or paid any of its non-current obligations or liabilities, or written down the value of any assets or written down or off any receivable except for loan charge-offs and writedowns in other real estate owned in the Ordinary Course of Business; (l) declared, set aside or paid any dividend or made or agreed to make distributions on any other distribution or payment in respect shares of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securitiesTBI Common Stock; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (im) made commitments or agreements for any capital expenditures or capital additions or betterments exceeding (or commitment therefor) in excess of $10,000 for any single item or in excess of $20,000 in the aggregate $5,000aggregate; (jn) suffered any casualty, damage, destruction or loss to any of its assets not covered by insurance in excess of $5,000 for any one event or in excess of $10,000 in the aggregate; (o) terminated, placed on probation, disciplined, warned, or experienced any resignation of (other than in the ordinary course of businessresignations for retirement) any employee; (p) paid or obligated itself to pay any bonuses, increased the salaries extra compensation or other extraordinary compensation ofto, pensions or severance pay, or made any advance increase (excluding advances for ordinary and necessary business expensesexcept increases in the Ordinary Course of Business) in the compensation payable (or loan to become payable by it) to, any of its employees present or directors former officer, director or made any increase inemployee, or entered into any addition to, other benefits to which any contract of its employees or directors may be entitledemployment; (kq) terminated or amended or suffered the termination or amendment of (i) any lease, bids, Contracts, commitments or other agreements, or (ii) any Permits, licenses, concessions, Governmental Authorizations, franchises and similar rights granted to or held by it, which are necessary or related to its operations; (r) failed to use reasonable efforts to preserve its business or preserve the goodwill of its customers and others with which it has business relations; (s) taken (or failed to take) any action which action or failure if taken after the date of this Agreement, would represent or result in a breach or violation of Sections 8.1 or 8.2 hereof; (t) experienced any material adverse change in Asset concentrations as to customers or industries or in the nature and source of its Liabilities or in the mix of interest-bearing versus noninterest-bearing deposits; or (u) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, Contract to do any of the foregoing.

Absence of Changes. Since Except as listed in Schedule 4.5 and since the Priveco Accounting Datetime period covered by the Interim Financial Statements, neither Priveco or any none of its subsidiaries the Companies has: (a) incurred any LiabilitiesTransferred, other than Liabilities incurred in the ordinary course of business consistent with past practiceassigned, conveyed or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or liquidated any of its assets or properties; (b) sold, encumbered, assigned entered into any transaction or transferred incurred any material fixed liability or obligation which affects the assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any the conduct of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial valuebusiness, other than in the ordinary course of business; (eb) declaredIncurred any Material Adverse Change, set aside or paid become aware of any dividend fact, circumstance, occurrence or made or agreed event which could reasonably be expected to make any other distribution or payment result in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securitiesa Material Adverse Change; (fc) suffered Suffered any damagematerial destruction, destruction damage or loss, loss relating to its assets or the conduct of its business whether or not covered by insurance; (d) Suffered, that materially and adversely effects permitted or incurred other than in the ordinary course of business the imposition of any lien, charge, encumbrance (which as used herein includes, without limitation, any mortgage, deed of trust, conveyance to secure debt or security interest) whether or not contingent in nature, or claim upon any of its business, operations, assets, properties except for any current year lien with respect to personal or prospectsreal property taxes not yet due and payable; (e) Committed, suffered, permitted or incurred any default in any liability or obligation of the Company; (f) Made or agreed to any change in the terms of any contract or instrument to which it is a party, other than change orders as occur in the regular course of business in connection with any Project Contract; (g) suffered any material adverse change in its businessKnowingly waived, operationscanceled, assetssold or otherwise disposed of, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased for less than the salaries face amount thereof, any claim or right relating to its assets or the conduct of its business, which it has against others; (h) Declared, promised or made any distribution from its assets or other payment from the assets to its members or shareholders, as the case may be (other than reasonable compensation offor services actually rendered and pre-closing distributions of cash to Xxxxxxx and/or Xxxxxx in their capacity as the sole members of GPS, provided same does not result in the failure of the Companies to meet the Minimum Net Worth requirement as set forth in Section 2.2(c)), or issued any additional membership interests, shares or rights, options or calls with respect to its membership interests or shares of capital stock, or redeemed, purchased or otherwise acquired any of its membership interests or shares, or made any advance change whatsoever in its capital structure; (excluding advances i) Paid, agreed to pay or incurred any obligation for ordinary and necessary business expenses) any payment for, any contribution or loan other amount to, or with respect to, any of employee benefit plan, or paid or agreed to pay any bonus or salary increase to its employees executive officers or directors directors, or made any increase inin the pension, retirement or any addition to, other benefits to which any of its employees managers, directors or directors may be entitledexecutive officers other than in the ordinary course of business; (j) Committed, suffered, permitted, incurred or entered into any transaction or event other than in the normal course of business which would increase its liability for any prior taxable year; (k) Incurred any other liability or obligation or entered into any transaction other than in the ordinary course of business consistent with past practicebusiness; or (l) agreedReceived any notices of, whether in writing or orallyhas reason to believe, to do that any of its customers or clients have taken or contemplate any steps which could disrupt its business relationship with said customer or client or could result in the foregoingdiminution in the value of the business of the Company as a going concern.

Absence of Changes. Since the Priveco Company Accounting Date, neither Priveco or any of its subsidiaries hasCompany has not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco Company or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000500; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the Priveco Matrix Accounting Date, neither Priveco or any of its subsidiaries hasexcept as disclosed in the Public SEC Documents and this Agreement, Matrix has not: (a) incurred any Liabilitiesliabilities, other than Liabilities liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilitiesliabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practiceproperties; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries Matrix to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since Except as set forth in Schedule 4.1.8, since the Priveco Accounting Balance Sheet Date, neither Priveco or any of Intelecon has conducted its subsidiaries hasbusiness only in the ordinary course consistent with prior practice and has not: (a) incurred suffered any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or propertiesMaterial Adverse Effect; (b) solddeclared, encumberedset aside, assigned made or transferred paid any material fixed assets dividend or properties except for ordinary course business transactions consistent with past practiceother distribution in respect of its capital stock or otherwise purchased or redeemed, directly or indirectly, any shares of its capital stock; (c) created, incurred, assumed issued or guaranteed sold any indebtedness for money borrowedshares of its capital stock, or mortgagedany securities convertible into or exchangeable for any such shares, pledged or subjected issued, sold, granted or entered into any of the material assets or properties of Priveco or its subsidiaries to any mortgagesubscriptions, lienoptions, pledgewarrants, security interest, conditional sales contract conversion or other encumbrance rights, agreements, commitments, arrangements or understandings of any nature whatsoeverkind, contingent or otherwise, to purchase or otherwise acquire any such shares or any securities convertible into or exchangeable for any such shares; (d) made incurred any indebtedness for borrowed money, issued or suffered sold any amendment debt securities or termination of prepaid any material agreementdebt (including, contractwithout limitation, commitmentany borrowings from or prepayments to any Shareholder), lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than except for borrowings and prepayments in the ordinary course of business; (e) declaredmortgaged, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased pledged or otherwise acquired or agreed subjected to redeemany Lien, purchase or acquire any of its properties or assets, tangible or intangible, except for (i) mortgages and encumbrances which secure indebtedness which is properly reflected in the Latest Balance Sheet; (ii) Liens filed of record; (iii) Liens for taxes accrued but not yet payable; (iv) Liens arising as a matter of law in the ordinary course of business with respect to obligations incurred after the Balance Sheet Date; PROVIDED that the obligations secured by such Liens are not delinquent or are being contested in good faith; (v) such imperfections of title and encumbrances, if any, as do not materially detract from the value of or materially interfere with the present use of any of such properties or assets or the pending sale of any of such owned properties or assets; and (vi) capital shares or equity securitiesleases, if any, with third parties for fair and adequate consideration (collectively, "Permitted Liens"); (f) forgiven, cancelled, compromised, waived or released any debts, claims or rights, except for debts of, or claims and rights against, persons other than any Shareholder that have been forgiven, cancelled, compromised, waived or released in the ordinary course of business; (g) paid or committed to pay any bonus, other incentive compensation, change in control or similar compensation to any officer, director, employee, Shareholder or affiliate, or granted or committed to grant to any officer, director, employee, Shareholder or affiliate any other increase in, or additional, compensation in any form; (h) entered into, instituted, adopted or amended or committed to enter into, institute, adopt or amend any employment, consulting, retention, change-in-control, collective bargaining, bonus or other incentive compensation, profit-sharing, health or other welfare, stock option or other equity, pension, retirement, vacation, severance, deferred compensation or other employment, compensation or benefit plan, policy, agreement, trust, fund or arrangement in respect of or for the benefit of any officer, director, employee, Shareholder or affiliate; (i) encountered any labor union organizing activity or had any actual or threatened employee strikes, work stoppages, slowdowns or lockouts, or had any material adverse change in its relations with its employees, agents, customers or suppliers; (j) amended either of its articles of incorporation or bylaws; (k) changed in any respect its accounting practices, policies or principles; (l) incurred, assumed, guaranteed or otherwise become directly or indirectly liable with respect to any liability or obligation in excess of $500,000 in each case or $750,000 in the aggregate at any one time outstanding (whether absolute, accrued, contingent or otherwise and whether direct or indirect, or as guarantor or otherwise with respect to any liability or obligation of any other person) other than agreements for purchases of goods or services in the ordinary course of business; (m) sold any assets with a value in excess of $100,000 in each case or $250,000 in the aggregate, other than inventory in the ordinary course of business; (n) received any notice of termination of any Contract which, in any case or in the aggregate, would have or result in a Material Adverse Effect; (o) transferred or granted any rights under, or entered into any settlement regarding the breach or infringement of, any United States or foreign patents, copyrights, trademarks, service marks, trade names, trade dress, logos, business and product names, slogans, inventions, trade secrets, industrial models, formulas, processes, designs, confidential and technical information, manufacturing, engineering and technical drawings, product specifications, know-how, and intellectual property rights to or similar to and registrations and applications for registration relating to any of the foregoing ("Intellectual Property"), or modified any existing rights with respect thereto; (p) suffered any damage, destruction or loss, loss (whether or not covered by insurance), that materially and adversely effects its businessor any employment-related problem, operationsthat, assetsindividually or in the aggregate, properties would have or prospectsresult in a Material Adverse Effect; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (iq) made commitments or agreements for any capital expenditures or capital additions or betterments exceeding improvements in the excess of an aggregate of $5,000250,000; (jr) instituted, settled or agreed to settle any litigation, action or proceeding before any court or governmental body involving amounts in excess of $50,000; (s) entered into any transaction, Contract or commitment other than in the ordinary course of business, increased the salaries or paid or agreed to pay any legal, accounting, brokerage or finder's fees, taxes or other compensation expenses in connection with, or incurred any severance pay obligations by reason of, this Agreement, the other Transaction Agreements or made any advance (excluding advances for ordinary and necessary business expenses) the transactions contemplated hereby or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practicethereby; or (lt) agreed, whether taken any action or omitted to take any action that would result in writing or orally, to do the occurrence of any of the foregoing.

Absence of Changes. Since the Priveco Purchaser Accounting Date, neither Priveco or any of its subsidiaries hasand except as contemplated in this Agreement, the Purchaser has not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbranceLien, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss Material Adverse Effect to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practiceproperties; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries the Purchaser to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance Lien of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares any securities of the Purchaser or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any securities of its capital shares or equity securitiesthe Purchaser; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects has had a Material Adverse Effect on its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge Knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect a Material Adverse Effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors Employees or made any increase in, or any addition to, other benefits to which any of its employees or directors Employees may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since Except as set forth on SCHEDULE 4.8 or as otherwise provided in this Agreement, since the Priveco Accounting Balance Sheet Date, neither Priveco or any of its subsidiaries Veritas has: (a) incurred any Liabilities, other than Liabilities incurred conducted its business only in the ordinary course of business consistent and consistently with its past practicepractices; (b) not suffered any change, event or circumstance which has had, or discharged 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 lien of the Assets; (i) except as otherwise provided in this Agreement, not sold or encumbrance, or paid transferred any Liabilities, other than of its assets except for sales of inventory in the ordinary course of business and consistently with its past practices; (j) not suffered any damage, destruction or loss (whether or not covered by insurance) affecting the Assets; (k) not cancelled any debts owing to it or otherwise granted or waived any right of substantial value; (l) not terminated or materially modified any contract, lease, agreement or arrangement with any payor, vendor or supplier or received notice of termination or become aware of any threat of termination with respect to any such contract, lease, agreement or arrangement; (m) not made any capital expenditure or commitment for the acquisition of assets in excess of Fifty Thousand Dollars ($50,000); (n) not made or suffered any change to its Governing Documents; (o) 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 accordance with GAAP, consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or propertiespractices; (bq) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, not incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoeverIndebtedness; (dr) made or suffered not experienced any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change defections in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practicemedical staff; or (ls) agreednot agreed or offered, whether in writing or orallyotherwise, to do take, and neither Veritas nor its board of directors (or by any Person or group of Persons possessing and/or exercising similar authority with respect to Veritas) or Equity Constituents have authorized the foregoingtaking of, any action described in Sections 4.8(a) through 4.8(r) above.

Absence of Changes. Since Except as set forth on Schedule 4.8, since the Priveco Accounting Balance Sheet Date, neither Priveco or any of Vibra and its subsidiaries hasSubsidiaries have, as applicable: (a) incurred any Liabilities, other than Liabilities incurred conducted their respective businesses only in the ordinary course of business consistent and consistently with past practicepractices; (b) not suffered any change, event or circumstance which has had, or discharged could have, a Material Adverse Effect; (c) preserved their legal existences and retained their respective business organizations intact; (d) maintained their relationships with all suppliers, trade creditors and trade debtors; (e) paid or satisfied all of their debts, liabilities or obligations as the same became due; (f) paid all compensation and other obligations to their respective 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 lien of its assets; (i) except as otherwise provided in this Agreement, not sold or encumbrance, or paid transferred any Liabilities, other than of their respective assets except for sales of inventory in the ordinary course of business and consistently with past practices; (j) not suffered any material damage, destruction or loss (whether or not covered by insurance) affecting their respective assets; (k) not cancelled any debts owing to it or otherwise granted or waived any right of substantial value; (l) not terminated or materially modified any material contract, lease, agreement or arrangement with any payor, vendor or supplier or received notice of termination or become aware of any threat of termination with respect to any such contract, lease, agreement or arrangement; (m) except for the Ocadian Purchase Agreement, not made any capital expenditure or commitment for the acquisition of assets in excess of Fifty Thousand Dollars ($50,000); (n) not made or suffered any change to their respective Governing Documents; (o) 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 their respective books and records in accordance with GAAP, consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or propertiespractices; (bq) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, not incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoeverIndebtedness; (dr) made or suffered any amendment or termination of not experienced any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than defections in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practicetheir respective medical staffs; or (ls) agreednot agreed or offered, whether in writing or orallyotherwise, to do any of the foregoingtake action described in Sections 4.8(a) through 4.8(r) above.

Absence of Changes. Since the Priveco Accounting Datedate of the HPD Financial Statements, neither Priveco or any of its subsidiaries hasas defined in Section 6.1, and except as set out in Schedule F, HPD has not: (a) incurred any Liabilitiesliabilities, other than Liabilities liabilities incurred in the ordinary course of business consistent with past practicepractice or in connection with this Transaction, or discharged or satisfied any lien or encumbrance, or paid any Liabilitiesliabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries HPD to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares stock or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securitiesstock; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (hg) received notice or had knowledge of any actual or threatened labour troublematerial labor dispute or claim, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (ih) made commitments or agreements for any capital expenditures or capital additions or betterments exceeding in the aggregate $5,000, except such as may be involved in ordinary repair, maintenance or replacement of its assets; (ji) other than in the ordinary course of business, increased increase the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (kj) other than this Transaction, entered into any transaction other than in the ordinary course of business consistent with past practice; or (lk) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since Except as listed in Exhibit 5.5 and since the Priveco Accounting Datetime period covered by the June 30, neither Priveco or any of its subsidiaries has1997 Compilation Report prepared by Seller's accountant and reviewed by Buyer, the Seller has not: (a) Transferred, assigned, conveyed or liquidated any of its assets or entered into any transaction or incurred any Liabilities, other than Liabilities incurred in liability or obligation which affects the ordinary course assets or the conduct of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilitiesits business, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or propertiesSeller's business; (b) soldIncurred any change in its business, encumberedoperations, assigned or transferred any financial condition which may have a material fixed adverse effect on its assets or properties except for ordinary course business transactions consistent with past practiceits business, or become aware of any event, outside of general knowledge in the industry equally available to Buyer and Parent, which may result in any such adverse change; (c) createdSuffered any material destruction, incurred, assumed damage or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material loss relating to its assets or properties the conduct of Priveco its business whether or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoevernot covered by insurance; (d) made Suffered, permitted or suffered incurred other than in the ordinary course of business the imposition of an lien, charge, encumbrance (which as used herein includes, without limitation, any amendment mortgage, deed of trust, conveyance to secure debt or termination security interest) whether or not contingent in nature, or claim upon any of its assets, except for any current year lien with respect to personal or real property taxes not yet due and payable; (e) Committed, suffered, permitted or incurred any default in any liability or obligation which, in the aggregate, have had or will have a material adverse effect upon its assets or the conduct of its business; (f) Made or agreed to any change in the terms of any material agreement, contract, commitment, lease contract or plan instrument to which it is a party which has a material adverse effect on its assets or by the conduct of its business; (g) Knowingly waived, canceled, sold or otherwise disposed of other than in the ordinary course of business, for less than the face amount thereof, any claim or right relating to its assets or the conduct of its business, which it is boundhas against others; (h) Declared, promised or made any distribution from its assets or other payment from the assets to its shareholders (other than reasonable compensation for services actually rendered) or issued any additional shares or rights, options or calls with respect to its shares of capital stock, or cancelledredeemed, modified purchased or waived otherwise acquired any substantial debts of its shares, or claims held by it made any change whatsoever in its capital structure; (i) Paid, agreed to pay or waived incurred any rights obligation for any payment for, any contribution or other amount to, or with respect to, any employee benefit plan, or paid or agreed to pay any bonus or salary increase to its executive officers or directors, or made any increase in the pension, retirement or other benefits of substantial value, its directors or executive officers other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) Committed, suffered, permitted, incurred or entered into any transaction or event other than in the ordinary normal course of business, increased the salaries or other compensation of, or made business which would increase its liability for any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitledprior taxable year; (k) Incurred any other liability or obligation or entered into any transaction other than in the ordinary course of business consistent with past practicewhich would have a material adverse effect on its condition (financial or otherwise); or (l) agreed, whether in writing or orally, to do Received any notices that any of its customers or clients have taken or intend to take any steps which will disrupt its business relationship with them or could result in the foregoingdiminution in the value of the assets or business of the Seller.

Absence of Changes. Since the Priveco Accounting Date, neither Priveco or Neither SPL nor any of its subsidiaries has: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco SPL or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since Seller has conducted the Priveco Accounting DateBusiness only in the ordinary course consistent with prior practice and has not, neither Priveco on behalf of, in connection with or any of its subsidiaries hasrelating to the Business or the Assets: (a) suffered any Material Adverse Effect; (b) incurred any Liabilitiesobligation or liability, other than Liabilities absolute, accrued, contingent or otherwise, whether due or to become due, except 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 past prior practice, none of which liabilities, in any case or in the aggregate, could have a Material Adverse Effect; (c) discharged or satisfied any lien Lien other than those then required to be discharged or encumbrancesatisfied, or paid any Liabilitiesobligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, other than current liabilities shown on the Interim Financial Statement and current liabilities incurred since the date thereof in the ordinary course of business consistent with prior practice; (d) assigned, mortgaged, pledged or otherwise subjected to Lien, any property, business or assets, tangible or intangible, held in connection with the Business; (e) sold, transferred, leased to others or otherwise disposed of any of the Assets, except for inventory sold in the ordinary course of business, or forgiven, canceled or compromised any debt of claim, or waived or released any right of substantial value; (f) received any notice of termination of any contract, lease or other agreement or suffered any damage, destruction or loss (whether or not covered by insurance) which, in any case or in the aggregate, has had a Material Adverse Effect; (g) transferred or granted any rights or licenses 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 the rate 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 shareholder, director, officer, employee, salesman, distributor or agent of any Seller relating to the Business; (i) made any capital expenditures or capital additions or improvements in excess of an aggregate of Ten Thousand and No/100 Dollars ($10,000.00); (i) entered into any transaction, contract or commitment other than in the ordinary course of business; (ii) breached any contract or commitment or (iii) 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) made any material changes in policies or practices relating to selling practices, returns, discounts or other terms of sale or accounting therefore or in policies of employment; (l) made any prepayment of any accounts payable, delayed payment of any trade payables or other obligations other than in the ordinary course of business consistent with past practicepractices, or failed to pay or discharge when due made any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, cash payments other than in the ordinary course of business; (em) declaredfailed to maintain all of the tangible Assets and all other tangible properties and assets owned, set aside leased, occupied, operated or paid any dividend or made or agreed used in connection with the Business in good repair, working order and operating condition subject only to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securitiesordinary wear and tear; (fn) suffered any damage, destruction or loss, whether or not covered by insurance, that materially failed to use best efforts to keep in full force and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change effect insurance comparable in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge amount and scope of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding coverage to insurance now carried in connection with the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practiceBusiness; or (lo) agreed, whether taken any action or omitted to take any action that would result in writing or orally, to do the occurrence of any of the foregoing.

Absence of Changes. Since the Priveco Accounting Datedate of the Financial Statements, neither Priveco or any of its subsidiaries hasexcept as disclosed in the Public SEC Documents and except as contemplated in this Agreement, Wind Works has not: (aA) incurred Incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (bB) soldSold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practiceproperties; (cC) createdCreated, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries Wind Works to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (dD) made Made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (eE) declaredDeclared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (fF) suffered Suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (gG) suffered Suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (hH) received Received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (iI) made Made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (jJ) other Other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (lK) agreedAgreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the Priveco Purchaser Accounting Date, neither Priveco or any of its subsidiaries hasexcept as disclosed in the Purchaser Public Documents and except as contemplated in this Agreement, the Purchaser has not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien Lien or encumbranceEncumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss Material Adverse Effect to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practiceproperties; (c) created, incurred, assumed or guaranteed any indebtedness Indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries the Purchaser to any mortgage, lienLien, pledge, security interest, conditional sales contract or other encumbrance Encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan Material Contract to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares the Purchaser Common Shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securitiesthe Purchaser Common Shares; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects has had a Material Adverse Effect on its businessBusiness, operations, assets, properties or prospects; (g) suffered any material adverse change in its businessBusiness, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect a Material Adverse Effect on its businessBusiness, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees Employees or directors or made any increase in, or any addition to, other benefits to which any of its employees Employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the Priveco Stepeak Accounting Date, neither Priveco or any of its subsidiaries hasStepeak has not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco Stepeak or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (kj) entered into any transaction other than in the ordinary course of business consistent with past practice; or (lk) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since Except as set forth on Schedule 4.1.10, since the Priveco Accounting Reference Balance Sheet Date, neither Priveco or any of its subsidiaries hasthe Company has not: (a) incurred experienced any LiabilitiesMaterial Adverse Effect; provided, other than Liabilities incurred however, that for purposes of this Section 4.1.10(a) none of the following shall be deemed to constitute, and none of the following shall be taken into account in determining whether there has been, a Material Adverse Effect on the Company: (i) changes, events or developments in economic, regulatory, social or political conditions not directly affecting the Company or the Business, including (A) the engagement by the United States in war or armed hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States, or any of its territories, (B) changes in GAAP, or (C) changes in any Laws, or (ii) the execution, delivery or performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, or the announcement thereof; (b) suffered any material loss, damage or destruction, whether covered by insurance or not, relating to or affecting the Business or the Company; (c) sold, leased, encumbered, assigned, transferred, or otherwise disposed of any assets or properties, tangible or intangible, in an aggregate amount in excess of $50,000, except for sales in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions Business consistent with past practice; (cd) createdissued any note, incurredbond or other debt security, or assumed or guaranteed any indebtedness for money borrowedLiabilities (whether short or long term); created or suffered to exist any Encumbrance on assets of the Company, or mortgagedincreased the amount of any Liability outstanding under any loan agreement, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract equipment lease or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreementborrowing arrangement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than except in the ordinary course of businessthe Business consistent with past practice; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares stock (whether in cash or in kind) or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securitiesstock; (f) suffered made any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change increase in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, or made any material changes in the terms of employment of any of its employees employees, officers or directors directors, or made any material increase in, or any addition to, in other benefits to which any of its employees employees, officers or directors director may be entitled; (kg) entered into changed any transaction other than of the accounting principles, practices or policies followed or the methods of applying such principles, practices or policies; (h) made or authorized any amendment to its Charter or Bylaws, except as may be necessary to carry out this Agreement; (i) except as specifically included in the ordinary course 2004 budget of business consistent with past practicethe Company previously provided to Buyer, made any capital expenditure in an amount in excess of $50,000; (j) made any acquisition of securities or assets of, merged or consolidated with, or acquired or agreed to acquire or be acquired by, any other Person; or (lk) agreed, so as to be legally bound, whether in writing or orallyotherwise, to do take any of the foregoingactions set forth in this Section 4.1.10 and not otherwise permitted by this Agreement.

Absence of Changes. Since Except as listed in Schedule 4.5 and since the Priveco Accounting Datetime period covered by the Financial Statements, neither Priveco or any of its subsidiaries hasthe Company has not: (a) incurred any LiabilitiesTransferred, other than Liabilities incurred in the ordinary course of business consistent with past practiceassigned, conveyed or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or liquidated any of its assets or properties; (b) sold, encumbered, assigned entered into any transaction or transferred incurred any material fixed liability or obligation which affects the assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any the conduct of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial valuebusiness, other than in the ordinary course of business; (eb) declared, set aside or paid Incurred any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assetsor financial condition which may have a Material Adverse Effect on its assets or its business, properties, prospects or condition (financial or otherwise)become aware of any event which may result in any such adverse change; (hc) received notice Suffered any material destruction, damage or had knowledge loss relating to its assets or the conduct of any actual its business whether or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospectsnot covered by insurance; (id) made commitments Suffered, permitted or agreements for capital expenditures or capital additions or betterments exceeding incurred other than in the aggregate $5,000ordinary course of business the imposition of any lien, charge, encumbrance (which as used herein includes, without limitation, any mortgage, deed of trust, conveyance to secure debt or security interest) whether or not contingent in nature, or claim upon any of its assets, except for any current year lien with respect to personal or real property taxes not yet due and payable: (e) Committed, suffered, permitted or incurred any default in any liability or obligation which, in the aggregate, have had or will have a Material Adverse Effect upon its assets or the conduct of its business; (jf) Made or agreed to any change in the terms of any contract or instrument to which it is a party which has a Material Adverse Effect on its assets or the conduct of its business; (g) Knowingly waived, canceled, sold or otherwise disposed of, other than in the ordinary course of business, increased for less than the salaries face amount thereof, any claim or right relating to its assets or the conduct of its business, which it has against others; (h) Declared, promised or made any distribution from its assets or other payment from the assets to its shareholders (other than reasonable compensation offor services actually rendered) or issued any additional shares or rights, options or calls with respect to its shares of capital stock, or redeemed, purchased or otherwise acquired any of its shares, or made any advance change whatsoever in its capital structure; (excluding advances i) Paid, agreed to pay or incurred any obligation for ordinary and necessary business expenses) any payment for, any contribution or loan other amount to, or with respect to, any of employee benefit plan, or paid or agreed to pay any bonus or salary increase to its employees executive officers or directors directors, or made any increase inin the pension, retirement or any addition to, other benefits to which any of its employees directors or directors may be entitledexecutive officers other than in the ordinary course of business; (j) Committed, suffered, permitted, incurred or entered into any transaction or event other than in the normal course of business which would increase its liability for any prior taxable year; (k) Incurred any other liability or obligation or entered into any transaction other than in the ordinary course of business consistent with past practicewhich would have a Material Adverse Effect on its condition (financial or otherwise); or (l) agreedReceived any notices of, whether in writing or orallyhas reason to believe, to do that any of its customers or clients have taken or contemplate any steps which could disrupt its business relationship with said customer or client or could result in the foregoingdiminution in the value of the business of the Company as a going concern.

Absence of Changes. Since the Priveco Licensor Accounting Date, neither Priveco the Licensor or any of its subsidiaries has: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco Licensor or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since From the Priveco Accounting date of execution of this Agreement to the Closing Date, neither Priveco or any of its subsidiaries haswill have: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise);; Execution version (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospectswould reasonably be expected to result in a Priveco Material Adverse Effect ; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,00050,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the date of incorporation of Priveco, and except as set out in Schedule 6, Priveco Accounting Date, neither Priveco or any of its subsidiaries hashas not: (a) incurred any Liabilitiesliabilities, other than Liabilities liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilitiesliabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000, except such as may be involved in ordinary repair, maintenance or replacement of its assets; (j) other than in the ordinary course of business, increased increase the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the Priveco Pubco Accounting Date, neither Priveco or any of its subsidiaries hasexcept as disclosed in the Public SEC Documents and except as contemplated in this Agreement, Pubco has not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practiceproperties; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries Pubco to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects affects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,00025,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since December 31, 2002, the Priveco Accounting Date, neither Priveco or any business of its subsidiaries hasthe Bank has been conducted in the Ordinary Course and the Bank has not otherwise: (a) incurred experienced or suffered any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or propertieschange constituting a Material Adverse Effect; (b) soldincurred any Funded Debt or incurred, encumberedor become subject to, assigned any other absolute or transferred contingent obligation or liability, or guaranteed any material fixed assets liabilities or properties except for ordinary course business transactions consistent with past practiceobligations of any other Person; (c) createdcreated or suffered any Encumbrance with respect to its properties, incurred, assumed business or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoeverassets; (d) made sold, pledged, transferred or suffered any amendment otherwise disposed of, or termination agreed to sell, transfer or otherwise dispose of any material agreementportion of its assets, contractproperties or rights, commitmentexcept in the Ordinary Course of Business and not exceeding in the aggregate $50,000; (e) conveyed or agreed to convey any property to any Affiliate or entered into any non-arm's length transaction with any Affiliate; (f) experienced any general work stoppage, lease labor dispute or plan other employee disturbance; (g) incurred or become subject to any claim or liability for any damages which could have a Material Adverse Effect on it, for negligence or any other tort, or for breach of Contract; (h) entered into any Contract other than in the Ordinary Course of Business; (i) committed any act or omitted to do any act which would cause a Default under any Contract to which it is a party or by which it is boundbound on the date hereof, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than which Default is reasonably likely to result in a Material Adverse Effect on the ordinary course of businessBank; (ej) issued, sold, purchased or redeemed any stock, bonds, debentures, notes, or other securities of the Bank, or issued, sold or granted any Right in respect thereof; (k) waived, released or canceled any debts owed to it, claims, rights of value or suffered any extraordinary loss, or paid any of its non-current obligations or liabilities, or written down the value of any assets or written down or off any receivable except for loan charge-offs and writedowns in other real estate owned in the Ordinary Course of Business; (l) declared, set aside or paid any dividend or made or agreed to make distributions on any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securitiesBank Shares; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (im) made commitments or agreements for any capital expenditures or capital additions or betterments exceeding (or commitment therefor) in excess of $10,000 for any single item or in excess of $20,000 in the aggregate $5,000aggregate; (jn) suffered any casualty, damage, destruction or loss to any of its assets not covered by insurance in excess of $5,000 for any one event or in excess of $10,000 in the aggregate; (o) terminated, placed on probation, disciplined, warned, or experienced any resignation of (other than in the ordinary course of businessresignations for retirement) any employee; (p) paid or obligated itself to pay any bonuses, increased the salaries extra compensation or other extraordinary compensation ofto, pensions or severance pay, or made any advance increase (excluding advances for ordinary and necessary business expensesexcept increases in the Ordinary Course of Business) in the compensation payable (or loan to become payable by it) to, any present or former officer, director or employee of its employees or directors or made any increase inthe Bank, or entered into any addition tocontract of employment; (q) terminated or amended or suffered the termination or amendment of (i) any lease, bids, Contracts, commitments or other benefits agreements, or (ii) any Permits, licenses, concessions, Governmental Authorizations, franchises and similar rights granted to or held by it, which are necessary or related to its operations; (r) received notice or had Knowledge that any of its employees credit or directors may be entitled;deposit customers has terminated or intends to terminate its relationship with the Bank, which termination (or terminations collectively) would constitute a Material Adverse Effect on the Bank; or (ks) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, Contract to do any of the foregoing.

Absence of Changes. Since the Priveco Carrara Accounting Date, neither Priveco except as disclosed in the Carrara Public Record or any of its subsidiaries hasas contemplated herein, Carrara has not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbranceEncumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage shall cause, individually or risk of material loss to it or any of its assets or propertiesin the aggregate, a Material Adverse Effect on Carrara; (b) incurred or suffered a Material Adverse Change; (c) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practiceproperties; (cd) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the its material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance Encumbrance of any nature whatsoever; (de) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan Material Contract to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (ef) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (fg) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects affects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character character, which has had or might have an adverse effect have, individually or in the aggregate, a Material Adverse Effect on its business, operations, assets, properties or prospectsCarrara; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000betterments; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees employees, directors or directors officers or made any increase in, or any addition to, other benefits to which any of its employees employees, directors or directors officers may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; (l) made any material change in its accounting methods, principles or practices; or (lm) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the Priveco Accounting DateBalance Sheet Date 30th April 2002, neither Priveco the ------------------ Company has conducted its business only in the ordinary course and, except as expressly permitted or any of its subsidiaries hasset forth in this Agreement and on the SCHEDULE 3.12, Company has not, either directly or indirectly: (a) incurred any Liabilitiesobligation or liability (absolute, accrued, contingent or otherwise), other than Liabilities current liabilities incurred in the ordinary course and obligations otherwise permitted by this Agreement; (b) purchased, sold, assigned, transferred, abandoned or otherwise disposed of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, assets other than in the ordinary and normal course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practicebusiness; (c) createdexperienced any materially adverse change in its financial position, incurredassets, assumed liabilities or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoeverbusiness; (d) made or suffered entered into any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, transaction other than in the ordinary and normal course of business; (e) declaredentered into any compromise or settlement of any litigation, set aside proceeding or paid any dividend governmental investigation relating to Company or made its assets, properties, rights or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securitiesbusiness; (f) suffered any damage, destruction or loss, loss whether or not covered by insurance, that insurance which might materially and adversely effects its business, operations, affect the assets, properties property, business or prospectsoperations of the Company; (g) made or suffered any amendment, modification or termination of any material adverse change in its business, operations, assets, properties, prospects contract or condition (financial or otherwise)agreement; (h) received notice or had knowledge of been in any actual or threatened labour labor trouble, terminationdifficulty, resignation, strike dispute or other occurrence, event or condition organizing effort involving any employees of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospectsthe Company; (i) made commitments waived any rights, contractual or agreements for capital expenditures otherwise, whether or capital additions or betterments exceeding not in the aggregate $5,000ordinary course E-14 of business; (j) other than in the ordinary course entered into any lease or sublease, pledge or hypothecation of business, increased the salaries real or other compensation of, personal property or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, of any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitledthe assets; (k) experienced any change in the manner of conducting the business of the Company. (l) issued any stock, bonds, convertible securities or other securities, or become obligated to issue any such securities or granted any stock options, warrants, calls, conversion privileges, commitments or rights with respect to such securities; (m) declared, set aside or paid any dividend on, or made any other distribution in respect of, the capital stock of Company or made any direct or indirect redemption, purchase or other acquisition by Company of its own capital stock (or any agreement under which Company has become obligated to do any of the foregoing) (n) entered into any transaction compromise or settlement of any litigation, proceeding or governmental investigation relating to Company or its assets, properties, rights or business; (o) made any loans to any party; (p) formed any subsidiaries or merged or consolidated, or obligated itself to do so, with or into any other than entity; (q) repaid any loans or other advances from stockholders or repaid any indebtedness of the Company for which any stockholder was a guarantor or was otherwise directly or indirectly liable except as provided in Section 3.7.2; (r) paid or discharged any lien or liability of Company which was not shown on the Balance Sheet or incurred in the ordinary course of business consistent with past practicethereafter; or (ls) agreed, whether in writing incurred any obligation or orally, liability on behalf of Company to do any of its officers, directors, employees or stockholders. including, without limitation, any increase in compensation or bonuses payable to such officers, directors or employees or any loans or advances made by Company to any of its officers, directors, employees or stockholders except normal compensation and expense allowances payable to such persons in the foregoingordinary course of business of the Company.

Absence of Changes. Since the Priveco Accounting Date, neither Priveco or any date of its subsidiaries haslast public filing, the Company has conducted the portion of its business related to the Network in the ordinary course consistent with past practices and has used commercially reasonable efforts to preserve intact its business organizations, keep available the services of its officers and employees, and maintain satisfactory relationships with customers and others having business relationships with the Network. Except for the transactions contemplated by this Agreement and as disclosed in Schedule 3.6 or the Company Financial Statements, since the date of its last public filing, the Company has not, solely with respect to the Network: (a) incurred suffered any LiabilitiesMaterial Adverse Effect nor, has any event occurred which could reasonably be expected to result in any Material Adverse Effect; or (b) suffered any material damage, destruction or loss, whether or not covered by insurance, adversely affecting the business, operations (present or prospective), assets, properties, liabilities or condition (financial or otherwise) of the Company; (c) made any sale, assignment, lease or other transfer of any of its assets or properties other than sales of obsolete assets no longer used in the operation of its business or other assets sold or disposed of in the normal and usual course of business with suitable replacements being obtained therefor; (d) made any loans, advances or capital contributions to, or investments in, any Person or paid any fees or expenses to any Affiliate of the Company, other than Liabilities incurred for reimbursement of expenses in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or propertiespractices; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (ce) created, incurred, assumed or guaranteed any indebtedness for money borrowedmaterial liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), or mortgaged, pledged or subjected any of the material its assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoeverLien; (df) suffered any material write-down of the value of any Acquired Assets or any material write-offs as uncollectible of any accounts receivable; (g) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan Contract to which it is a party or by which it is bound, or cancelledcanceled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, value (other than in a termination of a Contract at the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect end of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwisestated term); (h) received notice transferred or had knowledge of granted any actual rights under any Contracts or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on Proprietary Rights (as defined in Section 3.12(a) hereof) used by the Company in its business, operations, assets, properties or prospects; (i) made commitments lost any customer from the previous fiscal quarter, or agreements for capital expenditures been notified that any customer from the previous fiscal quarter has any intent to terminate its business or capital additions or betterments exceeding in any Contract with the aggregate $5,000Company; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, changed any of its employees the material accounting principles followed by it or directors or made any increase in, or any addition to, other benefits to which any the methods of its employees or directors may be entitledapplying such principles; (k) entered into any material transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether or not in writing or orallywriting, to do any of the foregoing.

Absence of Changes. Since Except as disclosed in this Agreement, in Schedule 6 or in the Priveco Accounting DateQM Financial Statements, neither Priveco or any of its subsidiaries hassince September 30, 2007, QMotions has not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries QMotions to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoeverwhatsoever other than with Marquette Finance; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of businessbusiness (for the purposes herein, Puppy Zone acknowledges certain unsold inventory may be returned to QMotions by its client QVC as in the ordinary course of their business relationship); (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000, except such as may be involved in ordinary repair, maintenance or replacement of its assets; (j) other than in the ordinary course of business, increased increase the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitledentitled other than to increase salaries of certain employees to market rates in accordance to the projections previously provided Puppy Zone by QMotions and an employment offer for Mr. Xxx Xxxxx; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the Priveco Accounting DateJanuary 1, neither Priveco or any of its subsidiaries has1998 Seller has not: (ai) incurred any Liabilitiesliabilities, other than Liabilities liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilitiesliabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it Seller or any of its assets Non-Optometric Assets or properties; (bii) sold, encumbered, assigned or transferred any material fixed assets of its Non-Optometric Assets or properties except for ordinary course business transactions consistent with past practiceproperties; (ciii) except in the ordinary course of business, created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries Non-Optometric Assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (div) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelledcanceled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than whether or not in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (fv) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects affecting the Practice and its business, related operations, assets, properties properties, net worth or prospectsobligations (financial or otherwise) or suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct the Practice; (gvi) suffered any material adverse change in the Practice and its business, related operations, assetsassets , properties, prospects net worth or condition obligations (financial or otherwise); (hvii) received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on the Practice or its business, related operations, assets, properties properties, net worth or prospectsobligations (financial or otherwise); (iviii) made commitments increased or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased decreased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitledentitled other than in the ordinary course of business consistent with past practice; (kix) changed any of the accounting principles followed by it or the methods of applying such principles; or (x) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the date of the Priveco Accounting DateFinancial Statements, neither Priveco or nor any of its subsidiaries has: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge Knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since April 4, 1998, there has not been any adverse change in the Priveco Accounting Dateassets, neither Priveco liabilities, business, financial condition, operations or results of operations of the Company. Without limiting the generality of the foregoing, since that date: (i) the Company has not transferred, assigned, conveyed or liquidated any of its subsidiaries has: (a) incurred any Liabilitiesassets or business, other than Liabilities incurred for fair value and in the ordinary course of its business; (ii) the Company has not suffered any destruction, damage or loss relating to its assets or business consistent with past practiceinvolving more than $10,000, whether or discharged not covered by insurance; (iii) the Company has not suffered, permitted or satisfied incurred the imposition of any lien or encumbrance, or paid any Liabilities, encumbrance (other than arising in the ordinary course of business consistent with past practice, business) or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or other claim upon any of its assets or propertiesbusiness; (biv) soldthe Company has not defaulted in the performance of any of its obligations under or with respect to any agreement or contract to which it is a party in any manner which, encumberedindividually or in the aggregate, assigned has had or transferred could have a material adverse effect upon its business, prospects, operations or assets, or which could otherwise result in the termination of any such agreement or contract or the incurrence of any material fixed liability thereunder; (v) the Company has not made or agreed to any change in the terms of any agreement or contract to which it is a party in any manner which has materially increased the expenses of the Company related thereto, materially modified the term or duration thereof or otherwise materially adversely affected the rights of the Company thereunder, or terminated, or suffered the termination of, any agreement or contract, which was of any material value or benefit to the Company; (vi) the Company has not waived, terminated or canceled any claim or right relating to its assets or properties except for business which it has against others, other than such settlements or compromises with respect to the payment of its accounts receivable as made in the ordinary course business transactions in a manner consistent with past practice; (cvii) created, incurred, assumed the Company has not (A) granted any increase in the compensation or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected other benefits payable to any of the material assets Company's directors, officers, employees, agents, representatives or properties independent contractors or (B) made any loan to, or entered into any other transaction with, any of Priveco its directors, officers and employees outside the ordinary course of business or its subsidiaries involving more than $10,000, giving rise to any mortgage, lien, pledge, security interest, conditional sales contract claim or other encumbrance right on its part against the person or on the part of any nature whatsoeverthe person against it; (dviii) made the Company has not incurred any other material liability or suffered obligation or entered into any amendment or termination transaction other than as incurred in the ordinary course of the Company's business and consistent in nature and amount with past practice and experience; (ix) the Company has not entered into any material agreement, contract, commitmentlease, lease sublease, license or plan sublicense (or series or related contracts, leases, subleases, licenses and sublicenses), except orders for the Company's products, either involving more than $50,000 or outside the ordinary course of business; (x) the Company has not accelerated, terminated, modified or canceled any contract, lease, sublease, license or sublicense (or series of related contracts, leases, subleases, licenses and sublicenses) involving more than $50,000 to which it the Company is a party or by which it is bound, except orders shipped "c.o.d."; (xi) no party has notified the Company of any acceleration, termination, modification or cancelledcancellation of any material customer contract or any contract, modified agreement, lease, sublease, license or waived sublicense (or series of related contracts, leases, subleases, licenses and sublicenses) involving more than $50,000 to which the Company is a party or by which it is bound; (xii) the Company has not made any substantial debts capital expenditure (or claims held by it series of related capital expenditures) either involving more than $10,000 individually or waived any rights of substantial value$25,000 in the aggregate, other than in or outside the ordinary course of business; (exiii) declaredthe Company has not made any capital investment in, set aside any loan to, or any acquisition of the securities or assets of any other person (or series of related capital investments, loans or acquisitions) either involving more than $10,000 individually or $25,000 in the aggregate; (xiv) the Company has not delayed or postponed (beyond its normal practice) the payment of accounts payable and other liabilities; (xv) there has been no change made or authorized in its Articles or Bylaws; (xvi) the Company has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement with any of its full-time staff employees; (xvii) the Company has not adopted any (A) bonus, (B) profit-sharing, (C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance or (H) other plan, contract or commitment for any of its directors, officers and employees, or modified or terminated any existing such plan, contract or commitment; (xviii) the Company has not lost and does not have notice of any potential loss of any significant customer or supplier; (xix) the Company has not changed its accounting methods or principles; (xx) the Company has not suffered any material shortages of raw materials used in the production of its products; (xxi) the Company has not made any material provisions for inventory markdowns or inventory shrinkage; (xxii) the Company has not made or paid any dividend non-cash dividends or made distributions to Stockholders or agreed to make any other distribution persons whether or payment not upon or in respect of its capital shares or redeemed, purchased stock; (xxiii) the Company has not redeemed or otherwise acquired or agreed to redeem, purchase or acquire any shares of its capital stock or issued any capital stock or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares or equity securities;of its capital stock; and (fxxiv) suffered any damage, destruction or loss, whether or the Company has not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, agreed to do any of the foregoing.

Absence of Changes. Since the Priveco Pubco Accounting Date, neither Priveco or any of its subsidiaries hasexcept as and to the extent disclosed in the Pubco SEC Documents, Pubco has not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or propertiesproperty; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practiceproperties; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties property of Priveco or its subsidiaries Pubco to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares equity securities or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospectsMaterial Adverse Effect; (g) suffered experienced any material adverse change in its businessaccounting methods, operations, assets, properties, prospects principles or condition (financial or otherwise)practices; (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,0001,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, to any of its directors, officers, employees or directors consultants or made any increase in, or any addition to, other benefits to which any of its directors, officers, employees or directors consultants may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the Priveco Purchaser Accounting Date, neither Priveco or any of its subsidiaries hasexcept as disclosed in the Purchaser SEC Documents and except as contemplated in this Agreement, the Purchaser has not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practiceproperties; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries the Purchaser to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,0001,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since Except as disclosed in this Agreement, in Schedule 6 or in the Priveco Accounting DatePRLX Financial Statements, neither Priveco or any of its subsidiaries hassince September 30, 2012, PRLX has not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries PRLX to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000, except such as may be involved in ordinary repair, maintenance or replacement of its assets; (j) other than in the ordinary course of business, increased increase the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction entitled other than to increase salaries of certain employees to market rates in accordance to the ordinary course of business consistent with past practiceprojections previously provided EDVP by PRLX; or (lk) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since December 31, 2000, Seller has conducted its business in the Priveco Accounting Dateordinary course and held the Assets consistent with past practice and, neither Priveco or any of its subsidiaries hasexcept as set forth on Schedule 3.21, there has not been: (a) incurred any Liabilitiesmaterial adverse change in the financial condition, other than Liabilities incurred assets, liabilities (contingent or otherwise), income or business of Seller or any event, occurrence, fact, condition, change, development or effect that, individually or in the aggregate could reasonably be expected to become or result in such a material adverse change; (b) any damage, destruction or loss (whether or not covered by insurance) adversely affecting the Assets; (c) any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights of Seller to any person; (d) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of Seller or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (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 business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or propertiesSeller; (bf) sold, encumbered, assigned any waiver or transferred release of any material fixed assets rights or properties except for ordinary course business transactions consistent with past practiceclaims of Seller; (cg) createdany breach, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material contract, agreement, license, permit or other right to which Seller is a party; (h) any transaction by Seller outside the ordinary course of business; (i) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by Seller or the revaluation by Seller of any of its assets; (j) any creation or assumption by Seller of any Lien on any asset (other than Liens which are not material arising under existing lease financing arrangements and Liens for Taxes not yet due and payable); (k) any entry into, amendment of, relinquishment, termination or non-renewal by Seller of any contract, commitmentlease transaction, lease commitment or plan other right or obligation requiring aggregate payments by Seller in excess of $10,000; (l) any loan by Seller to which it is a party any person or entity, incurring by which it is boundSeller of any indebtedness, guaranteeing by Seller of any indebtedness, issuance or sale of any debt securities of Seller or guaranteeing of any debt securities of others; * * * Indicates Confidential treatment requested (m) the commencement or notice or, to the knowledge of Seller, threat of commencement, of any lawsuit or proceeding against, or cancelledinvestigation of, modified Seller or waived any substantial debts of in its affairs; (n) any change in relations with or claims held by it loss of a supplier, vendor, distributor or waived customer (and Seller has no reason to believe that any rights such change will occur prior to or as a result of substantial value, the consummation of the transactions contemplated hereby); (o) any sale of any assets in excess of $10,000 other than in the ordinary course of business; (ep) declaredany settlement of or agreement to settle any litigation, set aside action or paid any dividend proceeding relating to the business or made or agreed to make any other distribution or payment in respect assets of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practiceSeller; or (lq) agreed, whether in writing any negotiation or orally, agreement by Seller or any officer or employee thereof to do any of the foregoingthings, or the taking of any action or omission to take any action that could result in occurrence of the things, described in the preceding clauses (a) through (p) (other than negotiations with Purchaser and its representatives regarding the transactions contemplated by this Agreement).

Absence of Changes. Since December 31, 1999, the Priveco Accounting DateCompanies and the Subsidiaries have been operated only in the ordinary and normal course, neither Priveco consistent with past practice, and there has not been any change in the operation of their respective businesses or the performance or financial condition of any of its subsidiaries hasthe Companies or the Subsidiaries which would have a Material Adverse Effect on the Companies and the Subsidiaries, taken as a whole. Without limiting the generality of the foregoing, since December 31, 1999, the Companies and the Subsidiaries have not: (a) incurred suffered any Liabilitiesloss, other than Liabilities incurred in the ordinary course of business consistent with past practicetheft, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss destruction to it or any of its their assets or propertiesthat has had a Material Adverse Effect on the Companies and the Subsidiaries, taken as a whole; (b) sold, encumbereddisposed of, transferred, assigned or transferred leased any material fixed assets or properties except for fair consideration in the ordinary course business transactions consistent with past practiceof business; (c) createdamended their articles of incorporation or code of regulations, incurred, assumed bylaws or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoeverclose corporation agreement; (d) made created, incurred or suffered assumed any amendment indebtedness for borrowed money or termination guaranteed any such indebtedness; (e) changed in any material respect their accounting methods, principles or practices; (f) revalued in any material respect any of their assets; (g) declared, set aside or paid any dividend or other distribution with respect to any of their capital stock or repurchased or redeemed or committed to repurchase or redeem any shares of their capital stock; (h) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is boundof their capital stock, or cancelledany options, modified warrants, convertible securities or waived other rights of any substantial kind to acquire any capital stock or any other ownership interest of the Companies or any Subsidiary; or (i) voluntarily released, compromised or canceled any debts owed to them or claims held by it against others exceeding $100,000 individually; (j) changed any existing credit arrangements with any bank or waived other institution; (k) made any rights capital investment in, made any loan to or made any acquisition of substantial valuethe securities or assets of, any other Person; (l) delayed or postponed payment of accounts payable or other liabilities outside the ordinary course of business or attempted to obtain payment of any notes or accounts receivable owed to any of the Companies or any Subsidiary prior to the due date thereof, other than in the ordinary course of business; (em) declared, set aside entered into or paid modified any dividend contract or made or agreed to make entered into any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire transaction with any of its capital shares the directors, officers, employees, Shareholders or equity securitiesAffiliates of any of the Companies or any of the Subsidiaries; (fn) suffered changed the employment terms of, paid any damagebonus to, destruction increased any salary or losswages for, whether or not covered by insuranceentered into any employment contract with, that materially and adversely effects its businessany Person or institution, operationsor instituted any employee welfare, assetsbonus, properties stock option, profit-sharing, retirement or prospectssimilar plan or arrangement with, any of the directors, officers or employees of any of the Companies or any Subsidiary; (go) suffered merged into, consolidated with, or sold a substantial part of any material adverse change in its businessCompany's or any Subsidiary's assets to, operationsany other Person, assets, properties, prospects or condition (financial permitted any other Person to be merged or otherwise)consolidated with it; (hp) received notice or had knowledge of entered into any actual or threatened labour troubleContract involving more than $100,000, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than rebate agreements with pharmaceutical manufacturers entered into in the ordinary course of business; (q) accelerated, increased the salaries or other compensation ofterminated, modified, or made canceled any advance Contract involving more than $100,000 to which such Company or such Subsidiary is a party or by which any of them is bound; (excluding advances for ordinary and necessary business expensesr) or loan to, imposed any Encumbrance (other than Permitted Encumbrances) upon any of its employees assets, tangible or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitledintangible; (ks) made any capital expenditure (or series of related capital expenditures) involving more than $100,000; (t) granted any license or sublicense of any rights under or with respect to any Proprietary Assets; (u) experienced any adverse change in financial condition, results of operations or cash flows or in the business or assets of the Companies and the Subsidiaries, taken as a whole; or (v) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, agreement to do take any of the foregoingactions referred to in clauses (b) through (u) of this sentence.

Absence of Changes. Since the Priveco Vodafun Accounting Date, neither Priveco or any of its subsidiaries hasVodafun has not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco Vodafun or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (kj) entered into any transaction other than in the ordinary course of business consistent with past practice; or (lk) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the Priveco Accounting Most Recent Balance Sheet Date, neither Priveco or any of its subsidiaries Seller has, except as disclosed on Schedule 4.10: (a) Transferred, assigned, conveyed or liquidated any of the assets historically used in the Business or entered into any transaction or incurred any Liabilities, other than Liabilities incurred in liability or obligation that affects any such assets or the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any LiabilitiesBusiness, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or propertiesBusiness; (b) sold, encumbered, assigned or transferred Suffered any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assetsor financial condition that may have a material adverse effect on the Assets or the Business, propertiesand neither Seller has Knowledge of any event which may result in any such material adverse change; (c) Suffered any material destruction, prospects material damage or condition material loss relating to any assets historically used in the Business or the Business whether or not covered by insurance; (financial d) Suffered, permitted or otherwise)incurred the imposition of any Lien or claim upon any of the Assets or the Business, except for any current year Lien with respect to personal or real property Taxes not yet due and payable; (e) Committed, suffered, permitted or incurred any default in any liability or obligation relating to the Assets or the Business which default involves payments or services having a value in excess of One Thousand Dollars ($1,000) or would affect Purchaser's use of the Assets or conduct of the Business following the Closing; (f) Made or agreed to any change in the terms of any Contract to which it is a party which may have a material adverse effect on the Assets or the Business; (g) Waived, canceled, sold or otherwise disposed of, for less than the face amount thereof, any material claim or material right relating to the Assets or the Business which it has against others; or (h) received notice Has Knowledge that any supplier or had knowledge customer of the Business has taken or contemplates any actual steps which could disrupt the business relationship of the Business with said supplier or threatened labour troublecustomer, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an could result in a material adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoingBusiness.

Absence of Changes. Since Except as disclosed on SCHEDULE 2.7, since the Priveco Accounting Datedate of the Audited Balance Sheet, neither Priveco there has not been nor will there be any change in the assets, liabilities, financial condition, or operations of NSI from that reflected in the Financial Statements, other than changes in the ordinary course 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 its subsidiaries hasthe foregoing, since the date of the Audited Balance Sheet, except as disclosed on SCHEDULE 2.7 NSI has not: (a) incurred or become subject to, or agreed to incur or become subject to, any Liabilitiesobligation or liability, other than Liabilities absolute or contingent, except current liabilities incurred in the ordinary course of business consistent business; (b) mortgaged, pledged, or subjected to any Encumbrance (or agreed to do so with past practicerespect to) any of their assets, or discharged or satisfied any lien or encumbranceEncumbrance, or paid or satisfied any Liabilities, obligation or liability other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions and consistent with past practice; (c) created, incurred, assumed sold or guaranteed any indebtedness for money borrowedtransferred, or mortgagedagreed to sell or transfer, pledged or subjected any of their assets, or canceled or agreed to cancel, any debts due them or claims therefore, except, in each case, for full consideration and in the material assets or properties ordinary course of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoeverbusiness; (d) made engaged in any transactions adversely affecting the NSI Business, or its assets, or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it extraordinary losses or waived any rights of substantial value, other than value not in the ordinary course of business; (e) declaredpurchased 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 other similar agreement, 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 $50,000 USD in the aggregate; (i) made or agreed to make any other distribution changes in its bylaws (estatutos) or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securitiesstructure; (fj) entered into any representative, distributorship, service, installation, support and maintenance, agency or other similar agreement (other than in the ordinary course of business); (k) incurred or suffered any damage, destruction destruction, or loss, whether or not covered by insurance, that materially and adversely effects affecting the NSI Business or any of its business, operations, assets, properties or prospects; (gl) suffered made or applied to make any material adverse change in its businessaccounting methods or practices, operations, assets, properties, prospects or condition (financial or otherwise)including for tax purposes; (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (km) entered into any transaction other than agreement, commitment or understanding, whether or not in writing, with respect to any of the ordinary course of business consistent with past practiceforegoing; or (ln) agreedfailed to disclose any materials transactions, whether in writing contracts, agreements of obligations between NSI and companies partially or orally, to do wholly-owned by any of the foregoingSellers.

Absence of Changes. Since Except as listed in Exhibit 4.5 and since the Priveco Accounting Datetime period covered by the Financial Statements, neither Priveco or any of its subsidiaries hasthe Company has not: (a) Transferred, assigned, conveyed or liquidated any of its assets or entered into any transaction or incurred any Liabilities, other than Liabilities incurred in liability or obligation which affects the ordinary course assets or the conduct of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilitiesits business, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or propertiesCompany's business; (b) soldIncurred any change in its business, encumberedoperations, assigned or transferred any financial condition which may have a material fixed adverse effect on its assets or properties except for ordinary course business transactions consistent with past practiceits business, or become aware of any event which may result in any such adverse change; (c) createdSuffered any material destruction, incurred, assumed damage or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material loss relating to its assets or properties the conduct of Priveco its business whether or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoevernot covered by insurance; (d) made Suffered, permitted or suffered any amendment or termination incurred other than in the ordinary course of business the imposition of any lien, charge, encumbrance (which as used herein includes, without limitation, any mortgage, deed of trust, conveyance to secure debt or security interest) whether or not contingent in nature, or claim upon any of its assets, except for any current year lien with respect to personal or real property taxes not yet due and payable; (e) Committed, suffered, permitted or incurred any default in any liability or obligation which, in the aggregate, have had or will have a material agreement, contract, commitment, lease adverse effect upon its assets or plan the conduct of its business; (f) Made or agreed to any change in the terms of any contract or instrument to which it is a party which has a material adverse effect on its assets or by the conduct of its business; (g) Knowingly waived, canceled, sold or otherwise disposed of other than in the ordinary course of business, for less than the face amount thereof, any claim or right relating to its assets or the conduct of its business, which it is boundhas against others; (h) Declared, promised or made any distribution from its assets or other payment from the assets to its shareholders (other than reasonable compensation for services actually rendered) or issued any additional shares or rights, options or calls with respect to its shares of capital stock, or cancelledredeemed, modified purchased or waived otherwise acquired any substantial debts of its shares, or claims held by it made any change whatsoever in its capital structure; (i) Paid, agreed to pay or waived incurred any rights obligation for any payment for, any contribution or other amount to, or with respect to, any employee benefit plan, or paid or agreed to pay any bonus or salary increase to its executive officers or directors, or made any increase in the pension, retirement or other benefits of substantial value, its directors or executive officers other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) Committed, suffered, permitted, incurred or entered into any transaction or event other than in the ordinary normal course of business, increased the salaries or other compensation of, or made business which would increase its liability for any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitledprior taxable year; (k) Incurred any other liability or obligation or entered into any transaction other than in the ordinary course of business consistent with past practicewhich would have a material adverse effect on its condition (financial or otherwise); or (l) agreedReceived any notices of, whether in writing or orallyhas reason to believe, to do that any of its customers or clients have taken or contemplate any steps which could disrupt its business relationship with said customer or client or could result in the foregoingdiminution in the value of the business of the Company as a going concern.

Absence of Changes. Since the Priveco Accounting Datefiling of Upstream’s last quarterly report on Form 10-QSB on August 14, neither Priveco 2007, except as disclosed in the Upstream SEC Documents or any of its subsidiaries hasthis Agreement, Upstream has not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (cb) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries Upstream to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (dc) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (ed) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (fe) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects;; + GPM (gf) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (hg) received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (ih) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,00050,000, except such as may be involved in ordinary repair, maintenance or replacement of its assets; (ji) other than in the ordinary course of business, increased increase the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (kj) entered into any transaction other than in the ordinary course of business consistent with past practice; or (lk) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the Priveco Accounting Interim Date, neither Priveco the Company has conducted its business only in the ordinary course and Company has not, as of the date hereof, either directly or any of its subsidiaries hasindirectly since the Interim Date: (a) incurred any Liabilitiesobligation or liability (absolute, accrued, contingent or otherwise), other than Liabilities current liabilities incurred and obligations otherwise permitted by this Agreement; (b) mortgaged, pledged or subjected to lien, charge or any encumbrance or other imperfections of title any of its assets, tangible or intangible; (c) purchased, sold, assigned, transferred, abandoned or otherwise disposed of any assets other than on commercially reasonable terms in the ordinary and normal course of business consistent with past practiceits business, or discharged cancelled any debts or satisfied any lien or encumbrance, or paid any Liabilitiesclaims, other than in the ordinary and normal course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of on commercially reasonable terms and in amounts which in the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoeveraggregate are not material; (d) made experienced any materially adverse change in its financial position, assets, liabilities or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary and normal course of business consistent with past practice; oron commercially reasonable terms in amounts in the aggregate that are not material; (lf) agreedissued any stock, whether bonds, convertible securities or other securities, or become obligated to issue any such securities or granted any stock options, warrants, calls, conversion privileges, commitments or rights with respect to such securities; (g) declared, set aside or paid any dividend on, or made any other distribution in writing respect of, the capital stock of Company or orallymade any direct or indirect redemption, purchase or other acquisition by Company of its own capital stock (or any agreement under which Company has become obligated to do any of the foregoing); (h) entered into any compromise or settlement of any litigation, proceeding or governmental investigation relating to Company or its assets, properties, rights or business; (i) changed or amended the Articles of Organization or the Operating Agreement of the Company; (j) suffered any damage, destruction or loss whether or not covered by insurance which might materially adversely affect the property, business or operations of the Company; (k) made or suffered any amendment, modification or termination of any material contract or agreement which might adversely affect the properties, business or operations of the Company; (l) received actual notice of any labor trouble, difficulty, dispute or organizing effort involving any employees of the Company; (m) made any loans (other than travel expense advances, and other loans in amounts of less than ten thousand dollars ($10,000) each) to any stockholders, directors, officers or employees of Company; (n) except as provided for in this Agreement, changed the number or kind of shares of capital stock authorized, issued or outstanding; (o) formed any subsidiaries or merged or consolidated, or obligated itself to do so, with or into any other entity; (p) repaid any loans or other advances from stockholders or partners or repaid any indebtedness of the Company for which any stockholder was a guarantor or was otherwise directly or indirectly liable; (q) waived any rights, contractual or otherwise, whether or not in the ordinary course of business; (r) paid or discharged any lien or liability of Company which was not shown on the Interim Date Balance Sheet or incurred in the ordinary course of business thereafter; (s) incurred any obligation or liability on behalf of Company to any of its officers, directors, employees or Sellers (including, without limitation, any increase in compensation or bonuses payable to such officers, directors or employees earning more than ten thousand dollars ($10,000) per year) or any loans or advances made by Company to any of its officers, directors, employees or stockholders except normal compensation and expense allowances payable to such persons in the ordinary course of business of the Company; (t) entered into any lease or sublease, pledge or hypothecation of real or personal property or of any of the Company’s assets.

Absence of Changes. Since the Priveco Tryx Accounting Date, neither Priveco or any of its subsidiaries hasexcept as disclosed in the Public SEC Documents and except as contemplated in the Convertible Debenture, Tryx has not: (a) incurred any Liabilitiesliabilities, other than Liabilities liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilitiesliabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practiceproperties; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries Tryx to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution (other than the Convertible Debenture) or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased increase the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the Priveco Purchaser Accounting Date, neither Priveco or any of its subsidiaries hasexcept as disclosed in the Purchaser Public Documents and except as contemplated in this Agreement, the Purchaser has not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien Lien or encumbranceEncumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss Material Adverse Effect to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practiceproperties; (c) created, incurred, assumed or guaranteed any indebtedness Indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries the Purchaser to any mortgage, lienLien, pledge, security interest, conditional sales contract or other encumbrance Encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan Material Contract to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares the Purchaser Shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securitiesthe Purchaser Shares; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects has had a Material Adverse Effect on its businessBusiness, operations, assets, properties or prospects; (g) suffered any material adverse change in its businessBusiness, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect a Material Adverse Effect on its businessBusiness, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business - 30 - expenses) or loan to, any of its employees Employees or directors or made any increase in, or any addition to, other benefits to which any of its employees Employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the Priveco Pubco Accounting Date, neither Priveco or any of its subsidiaries hasexcept as disclosed in the Public SEC Documents and except as contemplated in this Agreement, Pubco has not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which Liabilities, the failure to pay or discharge which has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for in the ordinary course business transactions consistent with past practiceof its business; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries Pubco to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $US$5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since the Priveco IBS Accounting Date, neither Priveco or any of its subsidiaries hasexcept as disclosed in the Public SEC Documents and as contemplated by the Convertible Debenture and this Agreement, IBS has not: (a) incurred any Liabilitiesliabilities, other than Liabilities liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilitiesliabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practiceproperties; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries IBS to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased increase the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since January 1, 1996, except as reflected in the Priveco Accounting DateFinancial Statements or the SEC Documents, neither Priveco the Borrower nor any Subsidiary has (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock; (ii) incurred any indebtedness for money borrowed other than in the ordinary course or any other Liabilities other than in the ordinary course; (iii) made any loans or advances to any Person (other than advances for business or travel expenses) or guaranteed the obligations of any Person; (iv) sold, exchanged or otherwise disposed of any of its subsidiaries has: (a) incurred any Liabilitiesassets or rights, other than Liabilities incurred the sale, exchange or other disposition of its equipment and services in the ordinary course of business consistent with past practice; (v) incurred any change in the assets, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than financial condition, operating results, prospects or business of the Borrower from that reflected in the Financial Statements, except changes in the ordinary course of business consistent with past practicepractice that have not been, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; aggregate, materially adverse; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (fvi) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, affecting the assets, properties, financial condition, operating results, prospects or condition business of the Borrower (financial as such business is presently conducted and as it is proposed to be conducted); (vii) waived a valuable right or otherwise); (h) received notice or had knowledge of any actual or threatened labour troublea debt owed to it, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than except in the ordinary course of business consistent with past practice; or (lviii) agreedsatisfied or discharged any Lien, whether claim or encumbrance or payment of any obligation, except in writing the ordinary course of business consistent with past practice and that is not material to the assets, properties, financial condition, operating results, prospects or orallybusiness of the Borrower or any Subsidiary (as such business is presently conducted and as it is proposed to be conducted); (ix) agreed to or made any material change or amendment to any Material Contract, to do except in the ordinary course of business consistent with past practice; (x) made any material change in any compensation arrangement or agreement with any employee; (xi) permitted or allowed any of its assets to be subjected to any material Lien, other than Liens on equipment in the foregoingordinary course of business consistent with past practice; (xii) written up the value of any inventory, notes or accounts receivable, or other assets; (xiii) licensed, sold, transferred, pledged, modified, disclosed, disposed of or permitted to lapse any right to the use of any Intellectual Property Right; (xiv) made any change in any method of accounting or accounting practice or any change in depreciation or amortization policies or rates previously adopted; (xv) paid, lent or advanced any amount to, or sold, transferred or leased any assets to, or entered into any agreement or arrangement with, any of its Affiliates, except for directors' fees, and employment compensation to officers; (xvi) made capital expenditures or commitments therefor, other than such capital expenditures or commitments made in the ordinary course consistent with past practice and not exceeding, in the aggregate, $22,000,000 for the period from September 30, 1996 through the Closing Date and (xvii) to the Borrower's Knowledge, incurred or suffered any other event or condition of any character that could reasonably be expected to result in a Material Adverse Effect on the Borrower or any Subsidiary.

Absence of Changes. Since To the Priveco Accounting Dateknowledge of the Selling Shareholder, neither Priveco or any since December 31, 2014,none of its subsidiaries the Group Companies has: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries any Group Company to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge Knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (kj) entered into any transaction other than in the ordinary course of business consistent with past practice; or (lk) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since Except as set forth in Schedule 2.07 of the Priveco Accounting DateDisclosure Schedule and except for the execution and delivery of this Agreement, neither Priveco or any of its subsidiaries hassince December 31, 1997 Seller has not: (a) incurred had any Liabilitiesmaterial adverse change in its condition (financial or otherwise), operations, business, properties, assets, or liabilities, other than Liabilities incurred changes in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or propertiesbusiness; (b) soldsuffered any damage, encumbered, assigned destruction or transferred any material fixed assets loss of physical property (whether or properties except for ordinary course business transactions consistent with past practicenot covered by insurance) materially adversely affecting its condition (financial or otherwise) or operations; (c) created, incurred, assumed incurred or guaranteed agreed to incur any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoeverborrowed money; (d) made paid or obligated itself to pay in excess of $500,000 in the aggregate for fixed assets; (e) suffered any amendment substantial loss or termination waived any substantial right that has had individually or in the aggregate a material adverse effect; (f) sold, transferred or otherwise disposed of, or agreed to sell, transfer or otherwise dispose of, any assets having a fair market value at the time of any material agreementsale, contract, commitment, lease transfer or plan to which it is a party disposition of $100,000 or by which it is boundmore in the aggregate, or cancelled, modified or waived agreed to cancel, any substantial debts or claims held by it or waived any rights of substantial valueclaims, other than in the ordinary course of business; (eg) declaredmortgaged, set aside pledged or paid subjected to any dividend charge, lien, claim or made encumbrance, or agreed to make mortgage, pledge or subject to any other distribution charge, lien, claim or payment in respect of its capital shares or redeemedencumbrance, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, material properties or prospects; (g) suffered assets that has had individually or in the aggregate any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise)effect; (h) received notice increased, or had knowledge agreed to increase, the compensation or bonuses or special compensation of any actual kind of any of its officers, employees or threatened labour troubleagents over the rate being paid to them on June 30, termination1998, resignationother than normal merit and/or cost-of-living increases pursuant to customary arrangements consistently followed, strike or adopted or increased any benefit under any insurance, pension or other occurrenceemployee benefit plan, event payment or condition of arrangement made to, for or with any similar character which has had such officer, employee or might have an adverse effect on its business, operations, assets, properties or prospectsagent; (i) made commitments or agreements for capital expenditures permitted any material amendment or capital additions termination of any material contract, agreement or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits license to which any of its employees or directors may be entitled; (k) entered into any transaction it is a party other than in the ordinary course of business consistent that has had individually or in the aggregate any material adverse effect; (j) had any resignation or termination of employment of any of its key officers or employees 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 or business; (k) made any change in its accounting methods or practices with past practicerespect to its condition, operations, business, properties, assets or liabilities; or (l) agreed, whether entered into any transaction not in writing or orally, to do any the ordinary course of the foregoingits business.

Absence of Changes. Since the Priveco Accounting Audited Balance Sheet Date, neither Priveco Seller has conducted the Business only in the ordinary course consistent with prior practice and has not, on behalf of, in connection with or any of its subsidiaries hasrelating to the Business or the Assets: (a) to the best knowledge of Seller, suffered any event which has or may have a material adverse effect on the Business or the Assets (a "Material Adverse Affect"); (b) incurred any Liabilitiesobligation or liability, other than Liabilities absolute, accrued, contingent or otherwise, whether due or to become due, except 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 past prior practice, none of which liabilities, in any case or in the aggregate, could have a Material Adverse Effect; (c) discharged or satisfied any lien other than those then required to be discharged or encumbrancesatisfied, or paid any Liabilitiesobligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, other than current liabilities shown on the Audited Balance Sheet and current liabilities incurred since the Audited Balance Sheet Date in the ordinary course of business, consistent with prior practice; (d) mortgaged, pledged or subjected to lien, any property, business or assets, tangible or intangible, held in connection with the Business; (e) sold, transferred, leased to others or otherwise disposed of any of the Assets, except for inventory sold in the ordinary course of business, or canceled or compromised any debt or claim, or waived or released any right of substantial value; (f) received any notice of termination of any contracts, lease or other agreement or suffered any damage, destruction or loss (whether or not covered by insurance) which, in any case or in the aggregate, has had a Material Adverse Effect; (g) 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 the rate 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 shareholder, director, officer, employee, distributor or agent of Seller relating to the Business; (i) encountered any labor union organizing activity, had any actual or threatened employee strikes, work stoppages, slowdowns or lockouts, or had any material change in its relations with its employees, agents, customers or suppliers; (j) failed to replenish inventories and supplies in a normal and customary manner consistent with its prior practice and prudent business practices prevailing in the industry, or made any purchase commitment in excess of the normal, ordinary and usual requirements of its business or at any price in excess of the then current market price or upon terms and conditions more onerous than those usual and customary in the industry; (k) instituted, settled or agreed to settle any litigation, action or proceeding before any court or governmental body relating to the Business or the Assets other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due practices but not in any Liabilities case involving amounts in excess of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties$10,000; (bl) soldentered into any transaction, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, commitment other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since Except as listed in Schedule 5.3, since the Priveco Accounting Datetime period covered by Form 10Q SB dated as of April 30, neither Priveco or any of its subsidiaries has2004 as filed with the U.S. Securities Exchange Commission, Parent has not: (a) incurred any LiabilitiesTransferred, other than Liabilities incurred in the ordinary course of business consistent with past practiceassigned, conveyed or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or liquidated any of its assets or properties; (b) sold, encumbered, assigned entered into any transaction or transferred incurred any material fixed liability or obligation which affects the assets or properties except for ordinary course business transactions consistent with past practice; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any the conduct of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial valuebusiness, other than in the ordinary course of business; (eb) declaredIncurred any change that is materially adverse to the business, set aside operations, or paid financial condition of Parent, taken as a whole, or become aware of any dividend or made or agreed to make event which may result in any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securitiessuch material adverse change; (fc) suffered Suffered any damagematerial destruction, destruction damage or loss, loss relating to its assets or the conduct of its business whether or not covered by insurance; (d) Suffered, that materially and adversely effects permitted or incurred other than in the ordinary course of business the imposition of any lien, charge, encumbrance (which as used herein includes, without limitation, any mortgage, deed of trust, conveyance to secure debt or security interest) whether or not contingent in nature, or claim upon any of its business, operations, assets, properties except for any current year lien with respect to personal or prospectsreal property taxes not yet due and payable: (e) Committed, suffered, permitted or incurred any default in any liability or obligation of Parent; (f) Made or agreed to any change in the terms of any contract or instrument to which it is a party; (g) suffered any material adverse change in its businessKnowingly waived, operationscanceled, assetssold or otherwise disposed of, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased for less than the salaries face amount thereof, any claim or right relating to its assets or the conduct of its business, which it has against others; (h) Declared, promised or made any distribution from its assets or other payment from the assets to its shareholders (other than reasonable compensation offor services actually rendered) or issued any additional shares or rights, options or calls with respect to its shares of capital stock, or redeemed, purchased or otherwise acquired any of its shares, or made any advance change whatsoever in its capital structure; (excluding advances i) Paid, agreed to pay or incurred any obligation for ordinary and necessary business expenses) any payment for, any contribution or loan other amount to, or with respect to, any of employee benefit plan, or paid or agreed to pay any bonus or salary increase to its employees executive officers or directors directors, or made any increase inin the pension, retirement or any addition to, other benefits to which any of its employees directors or directors may be entitledexecutive officers other than in the ordinary course of business; (j) Committed, suffered, permitted, incurred or entered into any transaction or event other than in the normal course of business which would increase its liability for any prior taxable year; (k) Incurred any other liability or obligation or entered into any transaction other than in the ordinary course of business consistent with past practicebusiness; or (l) agreedReceived any notices of, whether in writing or orallyhas reason to believe, to do that any of its customers or clients have taken or contemplate any steps which could disrupt its business relationship with said customer or client or could result in the foregoingdiminution in the value of the business of Parent as a going concern.

Absence of Changes. Since the Priveco Accounting DateExcept as contemplated in this Agreement or as publicly disclosed, neither Priveco or any of its subsidiaries hasPubco has not: (a) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties; (b) sold, encumbered, assigned or transferred any material fixed assets or properties except for ordinary course business transactions consistent with past practiceproperties; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries Pubco to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered any damage, destruction or loss, whether or not covered by insurance, that materially and adversely effects its business, operations, assets, properties or prospects; (g) suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise); (h) received notice or had knowledge of any actual or threatened labour labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000;50,000; Execution version (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoing.

Absence of Changes. Since May 22, 1997, and except for the Priveco Accounting Datetransactions contemplated by this Agreement and Section 8.02, neither Priveco there has not been any transaction or any of its subsidiaries occurrence in which SBHI has: A. Issued or delivered or agreed to issue or deliver any stock or other securities of SBHI (awhether stock, bonds, debentures or other corporate securities) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practiceor granted, or discharged agreed to grant any options or rights to purchase any securities of SBHI, or borrowed, or agreed to borrow any funds; B. Incurred or knowingly become subject to, or agreed to incur or become subject to, any obligation or liability (absolute or contingent); C. Discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent) other than current liabilities; D. Declared, set aside or made, or agreed to declare, set aside or make any payments of dividends or any distribution to shareholders, or purchased, redeemed or otherwise acquired, directly or indirectly, or agreed to purchase, redeem or acquire, any shares of stock or other securities; E. Mortgaged, pledged or subjected to a lien, charge or any other encumbrance, or paid any Liabilitiesagreed so to do, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets assets, tangible or propertiesintangible, except the lien of current real and personal property taxes; (b) soldF. Sold, encumberedassigned, transferred or agreed so to do, any of its tangible assets, or cancelled, agreed to cancel, prepaid or agreed to prepay any debts or claims; G. Sold, assigned or transferred any material fixed assets trademarks, trade names, copyrights or properties except for ordinary course business transactions consistent with past practiceother intangible assets; (c) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the material assets or properties of Priveco or its subsidiaries to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever; (d) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, other than in the ordinary course of business; (e) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities; (f) suffered H. Suffered any damage, destruction or loss, whether or not covered by insurance, which materially adversely affected the properties or business of SBHI, or waived any rights of substantial value; I. Increased, or agreed to increase, the rate of compensation payable or to become payable by it to any of its officers, directors, members, partners, employees or agents over the rate being paid to them at 5/22/97; J. Terminated or amended any material contract, agreement, license or other instrument to which it is a party or suffered any loss or termination or threatened loss or termination, of any material customer or supplier; K. Through negotiation or otherwise, made any commitment or incurred any liability or obligation, enforceable or not, to any labor organization; L. Made or agreed to make any accrual or arrangement for or payment of any bonuses or special compensation of any kind to any officer, director, shareholder, employee or agent; M. Directly or indirectly paid or made a commitment to pay any severance or termination pay to any officer, director, shareholder, employee or agent; N. Introduced any new method of management, operation or accounting that materially and adversely effects would have a material adverse effect on its business, operations, business or on any of the assets, properties or prospectsrights applicable thereto; (g) suffered any material adverse change in O. Reclassified its businessshares of capital stock into a different number of shares, operations, assets, properties, prospects membership interest or condition (financial or otherwise)partnership interest; P. Made or agreed to make any charitable contributions (hother than as accrued on the SBHI Financial Statements) received notice or had knowledge incurred or agreed to incur any nonbusiness expenses; Q. Paid or agreed to pay any service charges, interest charges or payments or investment charges or similar fees to any of the Sellers or Company or any actual Affiliate of the Sellers or threatened labour trouble, termination, resignation, strike Company or entered into any other occurrence, transactions; R. Experienced any other event or condition materially adversely affecting the business or properties of any similar character which has had or might have an adverse effect on its businessSBHI, operations, assets, properties or prospects; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $5,000; (j) other than in the ordinary course of business, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or directors or made any increase in, or any addition to, other benefits to which any of its employees or directors may be entitled; (k) entered into any transaction other than in the ordinary course of business consistent with past practice; or (l) agreed, whether in writing or orally, to do any of the foregoinggeneral economic conditions.