Common use of Absence of Changes Clause in Contracts

Absence of Changes. Since the Balance Sheet Date, except as set forth on Schedule 5.25, there has not been with respect to the COMPANY and the COMPANY's Subsidiaries: (i) any event or circumstance (either singly or in the aggregate) which would constitute a Material Adverse Effect; (ii) any change in its authorized capital, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration or payment of any dividend or distribution in respect of its capital stock or any direct or indirect redemption, purchase or other acquisition of any of its capital stock, except any declaration of dividends payable by any COMPANY Subsidiary to the COMPANY; (iv) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it to any of its respective officers, directors, stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effect; (vi) any distribution, sale or transfer, or any agreement to sell or transfer any material assets, property or rights of any of its respective business to any person, including, without limitation, the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ix) 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; (x) any waiver of any of its material rights or claims; (xi) any transaction by it outside the ordinary course of their respective businesses; or (xii) any cancellation or termination of a Material Contract.

Absence of Changes. Since the Balance Sheet Date, except as set forth on Schedule 5.25, there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (i) any event or circumstance (either singly or material adverse change in the aggregate) which would constitute a Material Adverse Effectfinancial condition, assets, liabilities (contingent or otherwise), income or business of the COMPANY; (ii) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of the COMPANY; (iii) any change in the authorized capital of the COMPANY or its authorized capital, outstanding securities or securities outstanding, or any change in the terms of its ownership interests or any grant or issuance of any options, warrants, calls, conversion rights or commitments; (iiiiv) any declaration or payment of any dividend or distribution in respect of its the capital stock or any direct or indirect redemption, purchase or other acquisition of any of its the capital stock, except any declaration stock of dividends payable by any COMPANY Subsidiary to the COMPANY; (ivv) any increase in the compensation, bonus, sales commissions or fee arrangement fees payable or to become payable by it the COMPANY to any of its respective officers, directors, stockholdersSTOCKHOLDERS, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practicepractice or as otherwise described on Schedule 5.18; (vvi) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effectcharacter, materially adversely affecting the business of the COMPANY; (vivii) any distribution, sale or transfer, or any agreement to sell or transfer transfer, any material assets, property or rights of any of its respective business the COMPANY to any personperson or entity, including, without limitation, any of the STOCKHOLDERS and or any of their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliatesAffiliates; (viiviii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to itthe COMPANY in excess of $10,000 in the aggregate, including without limitation or any cancellation or agreement to cancel any indebtedness or obligation of any of the STOCKHOLDERS or any affiliate Affiliate thereof; provided, provided that it the COMPANY may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, ; and provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viiiix) any plan, agreement or arrangement granting any preferential rights right to purchase or acquire any interest in any of its the assets, property or rights of the COMPANY or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ixx) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of the ordinary course of business; (x) any waiver of any of its material rights or claimsthe COMPANY's business consistent with past practice; (xi) any waiver of any material rights or claims of the COMPANY; (xii) any material breach, amendment or termination of any contract, agreement, license, permit or other right to which the COMPANY is a party or as to which it is a beneficiary; (xiii) any transaction by it the COMPANY outside the ordinary course of their its respective businesses; orbusinesses consistent with past practices; (xiixiv) any cancellation or termination of a Material Contractmaterial contract with a customer or client prior to the scheduled termination date; (xv) any other distribution of property or assets by the COMPANY; or (xvi) any other activity prohibited by Section 7.3 that is not specifically included in this Section 5.25.

Absence of Changes. (a) Since the Balance Sheet Date, except as set forth on Schedule 5.255.25 or as otherwise contemplated hereby, there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (i) any event or circumstance (either singly or Material Adverse Change in the aggregate) which would constitute a Material Adverse EffectCompany; (ii) any damage, destruction or casualty loss (whether or not covered by insurance), alone or in the aggregate, which has caused a Material Adverse Effect on the Company; (iii) any change in the authorized capital of the Company or its outstanding securities or any change in its authorized capital, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iiiiv) any declaration or payment of any dividend or distribution in respect of its the capital stock or any direct or indirect redemption, purchase or other acquisition of any of its the capital stock, stock of the Company except any declaration of dividends payable by any COMPANY Subsidiary to for distributions that would have been permitted after the COMPANY;date hereof under Section 7.3(iii) hereof, (ivv) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it the Company to any of its respective officers, directors, stockholdersStockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (vvi) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have character, which has caused a Material Adverse EffectEffect on the Company; (vivii) any distribution, sale or transfer, or any agreement to sell or transfer transfer, any material assets, property or rights of any of its respective business the Company to any person, including, without limitation, the STOCKHOLDERS Stockholders and their affiliates, other than distributions, sales except inventory sold or transfers transferred in the ordinary course Ordinary Course of business to persons other than the STOCKHOLDERS and their affiliatesBusiness; (viiviii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to itthe Company, including without limitation any indebtedness or obligation of any STOCKHOLDERS Stockholders or any affiliate Affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viiiix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its the material assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ixx) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of the ordinary course Ordinary Course of business; (x) any waiver of any of its material rights or claimsBusiness; (xi) any transaction by it outside waiver of any material rights or claims of the ordinary course of their respective businesses; orCompany; (xii) any amendment or termination of any Material Document to which the Company is a party except for the termination of a Material Document in accordance with its terms without any action on the part of the Company; (xiii) any transaction by the Company outside the Ordinary Course of Business; (xiv) any cancellation or termination of a Material Contractmaterial contract with a customer or client listed on Schedule 5.15(a) prior to the scheduled termination date thereof; or (xv) any other distribution of property or assets by the Company other than in the Ordinary Course of Business, other than (a) distributions of nonoperating assets specifically identified on Schedule 5.25, (b) distributions of real estate required by Section 7.1(c) of this Agreement and (c) distributions of cash or promissory notes permitted by Annex I hereto. (b) Except as set forth on Schedule 5.25, the Company has not, between the Balance Sheet Date and the date hereof, taken any of the actions set forth in Section 7.3.

Absence of Changes. Since the Balance Sheet Date, except as set forth on Schedule 5.25, there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (i) any event or circumstance (either singly or material adverse change in the aggregate) which would constitute a Material Adverse Effectfinancial condition, assets, liabilities (contingent or otherwise), income or business of the COMPANY; (ii) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of the COMPANY; (iii) any change in the authorized capital of the COMPANY or its outstanding securities or any change in its authorized capital, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iiiiv) any declaration or payment of any dividend or distribution in respect of its the capital stock or any direct or indirect redemption, purchase or other acquisition of any of its the capital stock, stock of the COMPANY (except any declaration of for dividends payable by any which COMPANY Subsidiary may declare and pay pursuant to the COMPANYSection 10.6 hereof); (ivv) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it the COMPANY to any of its respective officers, directors, stockholdersSTOCKHOLDERS, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (vvi) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effectcharacter, materially adversely affecting the business of the COMPANY; (vivii) any distribution, sale or transfer, or any agreement to sell or transfer transfer, any material assets, property or rights of any of its respective business COMPANY to any person, including, without limitation, the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliates; (viiviii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to itthe COMPANY, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viiiix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its the assets, property or rights of the COMPANY or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ixx) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of the ordinary course of the COMPANY's business; (x) any waiver of any of its material rights or claims; (xi) any waiver of any material rights or claims of the COMPANY; (xii) any amendment or termination of any material contract, agreement, license, permit or other right to which the COMPANY is a party; (xiii) any transaction by it the COMPANY outside the ordinary course of their its respective businesses; or; (xiixiv) any cancellation or termination of a Material Contractmaterial contract with a customer or client prior to the scheduled termination date; or (xv) any other distribution of property or assets by the COMPANY other than in the ordinary course of business.

Absence of Changes. Since the Balance Sheet Date, except as set forth on Schedule 5.255.25 or as otherwise contemplated hereby, there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (i) any event or circumstance (either singly or material adverse change in the aggregate) which would constitute a Material Adverse Effectfinancial condition, assets, liabilities (contingent or otherwise), income or business of the Company; (ii) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of the Company; (iii) any change in the authorized capital of the Company or its outstanding securities or any change in its authorized capital, or securities outstanding, or ownership interests or any grant by the Company of any options, warrants, calls, conversion rights or commitments; (iiiiv) any declaration or payment of any dividend or distribution in respect of its the capital stock or any direct or indirect redemption, purchase or other acquisition of any of its the capital stock, stock of the Company except any declaration of dividends payable by any COMPANY Subsidiary to for distributions that would have been permitted after the COMPANYdate hereof under Section 7.3(iii) hereof; (ivv) any material increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it the Company to any of its respective officers, directors, stockholdersStockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (vvi) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effectcharacter, materially adversely affecting the business of the Company; (vivii) any distribution, sale or transfer, or any agreement to sell or transfer transfer, any material assets, property or rights of any of its respective business Company to any person, including, without limitation, the STOCKHOLDERS Stockholders and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliatesAffiliates; (viiviii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to itthe Company, including without limitation any indebtedness or obligation of any STOCKHOLDERS Stockholders or any affiliate Affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viiiix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ixx) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of the ordinary course of the Company's business; (x) any waiver of any of its material rights or claims; (xi) any waiver of any material rights or claims of the Company; (xii) any amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party; (xiii) any transaction by it the Company outside the ordinary course of their respective businesses; orits business; (xiixiv) any cancellation or termination by the Company of a Material Contractmaterial contract with a customer or client prior to the scheduled termination date; or (xv) any other distribution of property or assets by the Company other than in the ordinary course of business and other than distributions of real estate and other assets as permitted by this Agreement (including the Schedules hereto).

Absence of Changes. Since the Balance Sheet Date, except as set forth on Schedule 5.255.25 or as otherwise contemplated hereby, there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (i) any event or circumstance (either singly or material adverse change in the aggregate) which would constitute a Material Adverse Effectfinancial condition, assets, liabilities (contingent or otherwise), income or business of the COMPANY; (ii) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of the COMPANY; (iii) any change in the authorized capital of the COMPANY or its outstanding securities or any change in its authorized capital, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iiiiv) any declaration or payment of any dividend or distribution in respect of its the capital stock or any direct or indirect redemption, purchase or other acquisition of any of its the capital stock, stock of the COMPANY except any declaration of dividends payable by any COMPANY Subsidiary to for distributions that would have been permitted after the COMPANYdate hereof under Section 7.3(iii) hereof; (ivv) any material increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it the COMPANY to any of its respective officers, directors, stockholdersSTOCKHOLDERS, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (vvi) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effectcharacter, materially adversely affecting the business of the COMPANY; (vivii) any distribution, sale or transfer, or any agreement to sell or transfer transfer, any material assets, property or rights of any of its respective business COMPANY to any person, including, without limitation, the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliates; (viiviii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to itthe COMPANY, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viiiix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its the assets, property or rights of the COMPANY or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ixx) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of the ordinary course of the COMPANY's business; (x) any waiver of any of its material rights or claims; (xi) any waiver of any material rights or claims of the COMPANY; (xii) any amendment or termination of any material contract, agreement, license, permit or other right to which the COMPANY is a party; (xiii) any transaction by it the COMPANY outside the ordinary course of their respective businesses; orits business; (xiixiv) any cancellation or termination of a Material Contractmaterial contract with a customer or client prior to the scheduled termination date; or (xv) any other distribution of property or assets by the COMPANY other than in the ordinary course of business and other than distributions of real estate and other assets as permitted by this Agreement (including the Schedules hereto).

Absence of Changes. Since the Balance Sheet Date, except as set forth on Schedule 5.255.26, there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (i) any event or circumstance (either singly or material adverse change in the aggregate) which would constitute a Material Adverse Effectfinancial condition, assets, liabilities (contingent or otherwise), income or business of the COMPANY; (ii) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of the COMPANY; (iii) any change in the authorized capital of the COMPANY or its outstanding securities or any change in its authorized capital, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iiiiv) any declaration or payment of any dividend or distribution in respect of its the capital stock (except for dividends or distributions of cash that do not cause the COMPANY to fail to meet the financial requirements, as of the Closing Date, set forth in the first sentence of Section 3.3) or any direct or indirect redemption, purchase or other acquisition of any of its the capital stock, except any declaration stock of dividends payable by any COMPANY Subsidiary to the COMPANY; (ivv) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it the COMPANY to any of its respective officers, directors, stockholdersSTOCKHOLDERS, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (vvi) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effectcharacter, materially adversely affecting the business of the COMPANY; (vivii) any distribution, sale or transfer, or any agreement to sell or transfer transfer, any material assets, property or rights of any of its respective business the COMPANY to any personperson (other than VPI), including, without limitation, the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their respective affiliates; (viiviii) any cancellationcancellation of, or agreement to cancel, any indebtedness or other obligation owing to itthe COMPANY, including without limitation any indebtedness or obligation of any the STOCKHOLDERS or any affiliate thereof, except for inadvertent, immaterial cancellations of or agreements to cancel any such indebtedness or obligation (provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that any such adjustments cancellation or agreement to cancel shall not be deemed to be included in Schedule 5.11 unless specifically listed thereona breach of this Section 5.26 for purposes of Section 11 hereof); (viiiix) any plan, agreement or arrangement granting (other than to VPI) any preferential rights to purchase or acquire any interest in any of its the assets, property or rights of the COMPANY or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ixx) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of the ordinary course of the COMPANY's business; (x) any waiver of any of its material rights or claims; (xi) any waiver of any material rights or claims of the COMPANY; (xii) any material breach, amendment or termination of any contract, agreement, license, permit or other right to which the COMPANY is a party; (xiii) any transaction by it the COMPANY outside the ordinary course of their respective businesses; orits business; (xiixiv) any cancellation or termination of a Material Contractmaterial contract with a customer or client prior to the scheduled termination date; or (xv) any other distribution of property or assets by the COMPANY.

Absence of Changes. Since the Balance Sheet Date, except as set forth on the Disclosure Schedule 5.25, there has not been with respect to the COMPANY and the COMPANY's SubsidiariesSeller: (i) any event or circumstance (either singly or in the aggregate) which would constitute a Material Adverse Effect; (ii) any change in its authorized capital, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments;. (iii) any declaration or payment of any dividend or distribution in respect of its capital stock or any direct or indirect redemption, purchase or other acquisition of any of its capital stock, except any declaration of dividends payable by any COMPANY Subsidiary to the COMPANY;Seller. (iv) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it to any of its respective officers, directors, stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effect; (vi) any distribution, sale or transfer, or any agreement to sell or transfer transfer, any material assets, property or rights of any of its respective business to any person, including, without limitation, the STOCKHOLDERS Shareholders and their affiliatesAffiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS Shareholders and their affiliatesAffiliates; (vii) any cancellation, or agreement to cancel, any material indebtedness or other material obligation owing to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS the Shareholders or any affiliate Affiliate thereof, provided that it may negotiate other than the negotiation and adjust adjustment of bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ix) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of the ordinary course of business; (x) any waiver of any of its material rights or claims; (xi) any transaction by it the Seller outside the ordinary course of their its respective businesses; or (xii) any cancellation or termination of a Material material Contract.

Absence of Changes. Since the Balance Sheet Datemost recent SEC Document, except as set forth on in Schedule 5.255.15, there none of the following has not been occurred with respect to the COMPANY and the COMPANYCB&I's Subsidiariesbusiness: (i) any event or circumstance (either singly or in the aggregate) which would constitute a Material Adverse Effect; (ii) any change in its authorized capital, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration or payment of any dividend or distribution in respect of its capital stock or any direct or indirect redemption, purchase or other acquisition of any of its capital stock, except any declaration of dividends payable by any COMPANY Subsidiary to the COMPANY; (iva) any increase in the compensationin, bonusor any commitment or promise to increase, sales commissions or fee arrangement payable or to become payable by it to any of its respective officers, directors, stockholders, employees, consultants or agents, except for other than ordinary and customary bonuses and salary increases for employees (other than at the STOCKHOLDERS) times and in accordance the amounts consistent with its past practice, (i) the rates of cash compensation or (ii) except as would not have a Material Adverse Effect on CB&I or as required by applicable laws, any increase in the amounts or other benefits paid or payable under any Plans; (vb) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character character, that would will have a Material Adverse EffectEffect on CB&I following the Effective Time; (vic) any distribution, sale or transfertransfer of, or any agreement commitment to distribute, sell or transfer any material assetstransfer, property assets of CB&I or rights of any of its respective business Subsidiaries of any kind that singly is, or in the aggregate are, Material to any person, including, without limitation, the STOCKHOLDERS and their affiliatesCB&I's business, other than distributions, sales or transfers in the ordinary course of its business to persons other than the STOCKHOLDERS and their affiliatesconsistent with its past practices; (viid) any cancellation, or agreement to cancel, any indebtedness Material Indebtedness, obligation or other obligation liability owing to itCB&I or its Subsidiaries, including without limitation any indebtedness Material Indebtedness, obligation or obligation other liability of any STOCKHOLDERS or any affiliate thereofAffiliate, provided that it CB&I and its Subsidiaries may negotiate and adjust bills and invoices in the course of good good-faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viiie) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the Material assets of CB&I or its assets, property or rights Subsidiaries or requiring the consent of any party Person to the transfer and assignment of any of such assets, property or rightsasset; (ixf) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of the ordinary course of businessoperating CB&I's business consistent with its past practices; (xg) any waiver of any of its material the rights or claimsclaims of CB&I or its Subsidiaries that singly is, or in the aggregate are, Material to CB&I's business; (xih) any transaction by it CB&I or its Subsidiaries outside the ordinary course of their respective businessesoperating CB&I's business or not consistent with the past practices of its business; (i) any incurrence by CB&I or its Subsidiaries of any of the following: any Material Indebtedness or any Material Guaranty not constituting Indebtedness, or any commitment to incur any such Indebtedness or any such Guaranty (except for CB&I Guaranties of the performance of its Subsidiaries and Affiliates in the ordinary course of business); or (xiij) any cancellation or termination of a Material Contractmaterial agreement relating to CB&I's business.

Absence of Changes. Since the Balance Sheet DateJune 30, 1998, except as set forth on Schedule 5.254.25 or as otherwise contemplated herein, there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (i) any event or circumstance (either singly or Material Adverse Change in the aggregate) which would constitute a Material Adverse EffectCompany; (ii) any material damage, destruction or loss to any property or asset of the Company (whether or not covered by insurance) which has caused a Material Adverse Effect on the Company; (iii) any change in the authorized capital of the Company or its outstanding securities or any change in its authorized capital, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iiiiv) any declaration or payment of any dividend or distribution in respect of its the capital stock or any direct or indirect redemption, purchase or other acquisition of any of its the capital stock, stock of the Company except any declaration of dividends payable by any COMPANY Subsidiary to the COMPANYfor distributions that are described in Annex I; (ivv) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it the Company to any of its respective officers, directors, stockholdersStockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice;; notwithstanding the foregoing, the Company has not paid or agreed to pay salary, bonus, sales commissions, fees or any other form of compensation, directly or indirectly, to the Stockholders or any members of their family in excess of the aggregate monthly compensation provided for in Annex I hereto. (vvi) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have which has caused a Material Adverse EffectEffect on the Company; (vivii) any distribution, sale or transfer, or any agreement to sell or transfer transfer, any material assets, property or rights of any of its respective business the Company to any personPerson, including, without limitation, the STOCKHOLDERS Stockholders and their affiliatesAffiliates, other than distributions, sales or transfers except inventory sold in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliatesbusiness; (viiviii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to itthe Company, including without limitation any indebtedness or obligation of any STOCKHOLDERS Stockholders or any affiliate Affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viiiix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its the material assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ixx) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of the ordinary course of the Company's business; (x) any waiver of any of its material rights or claims; (xi) any waiver of any material rights or claims of the Company; (xii) any amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party; (xiii) any transaction by it the Company outside the ordinary course of their respective businesses; orits business; (xiixiv) any cancellation or termination of a material contract with a customer or client prior to the scheduled termination date other than in the ordinary course of business of the Company and of which notice has been given to RV Centers; (xv) any other distribution of property or assets by the Company other than in the ordinary course of business and other than distributions of real estate and other assets as permitted by this Agreement (including the Schedules hereto); or (xvi) any occurrence that is reasonably likely to give rise to a contingent liability which would have a Material ContractAdverse Effect on the Company excluding occurrences due to general economic conditions, legislative or regulatory developments or occurrences affecting the recreational vehicle industry generally.

Absence of Changes. Since the Balance Sheet Date, except as set forth on Schedule 5.255.25 or as otherwise contemplated hereby, there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (i) any event or circumstance (either singly or in the aggregate) which would constitute a Material Adverse EffectEffect with respect to the Company; (ii) any damage, destruction or loss (whether or not covered by insurance), alone or in the aggregate, materially adversely affecting the properties or business of the Company; (iii) any change in the authorized capital of the Company or its outstanding securities or any change in its authorized capital, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iiiiv) any declaration or payment of any dividend or distribution in respect of its the capital stock or any direct or indirect redemption, purchase or other acquisition of any of its the capital stock, stock of the Company except any declaration of dividends payable by any COMPANY Subsidiary to for distributions that would have been permitted after the COMPANY;date hereof under Section 7.3(iii) hereof, (ivv) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it the Company to any of its respective officers, directors, stockholdersStockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (vvi) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effectcharacter, materially adversely affecting the business or future prospects of the Company; (vivii) any distribution, sale or transfer, or any agreement to sell or transfer transfer, any material assets, property or rights of any Company outside of its respective the ordinary course of business to any person, including, without limitation, the STOCKHOLDERS Stockholders, Other Stockholders and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their respective affiliates; (viiviii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to itthe Company, including without limitation any indebtedness or obligation of any STOCKHOLDERS Stockholders, Other Stockholders or any respective affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viiiix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ixx) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of the ordinary course of the Company's business; (x) any waiver of any of its material rights or claims; (xi) any waiver of any material rights or claims of the Company; (xii) any amendment or termination of any Material Document; (xiii) any transaction by it the Company outside the ordinary course of their respective businesses; orits business; (xiixiv) any cancellation or termination of a Material ContractDocument or material customer contract with a customer or client prior to the scheduled termination date; or (xv) any other distribution of property or assets by the Company other than in the ordinary course of business and other than distributions of real estate and other assets as permitted by this Agreement.

Absence of Changes. Since the Balance Sheet Date, except as set forth on in Schedule 5.255.19, each Company has conducted its operations in the ordinary course and there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (ia) any event or circumstance (either singly or material adverse change in the aggregate) which would constitute business, operations, properties, condition (financial or other), assets, liabilities (contingent or otherwise), results of operations or prospects of the Companies, taken as a Material Adverse Effectwhole; (iib) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of the Companies, taken as a whole; (c) any change in its the authorized capital, capital stock of any Company or in their outstanding securities outstanding, or any change in the respective Stockholders' ownership interests in any Company or any grant of any options, warrants, calls, conversion rights or commitments; (iiid) any declaration or payment of any dividend or distribution in respect of its the capital stock or any direct or indirect redemption, purchase or other acquisition of any of its the capital stock, except stock of any declaration of dividends payable by any COMPANY Subsidiary to the COMPANYCompany; (ive) any increase in the compensation, bonus, sales commissions or fee arrangement compensation payable or to become payable by it any Company to the Stockholders or any of its respective their officers, directors, stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice, which bonuses and salary increases are set forth in Schedule 5.19; (vf) any significant work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effect; (vig) except for the Merger and the Stock Purchase, any distribution, sale or transfer, or any agreement to sell or transfer transfer, any material assets, property properties or rights of any of its respective business Company to any person, including, without limitation, the STOCKHOLDERS Stockholders and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliatesAffiliates; (viih) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to it, including without limitation any Company; (i) any increase in the indebtedness or obligation of any STOCKHOLDERS or any affiliate thereofCompany, provided that it may negotiate and adjust bills other than accounts payable incurred in the ordinary course of good faith disputes with customers in a manner business, consistent with past practice, provided, further, that such adjustments shall not be deemed to be included practices or incurred in Schedule 5.11 unless specifically listed thereonconnection with the transactions contemplated by this Agreement; (viiij) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its the assets, property or rights of any Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ixk) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of the ordinary course of any Company's business; (xl) any waiver of any of its material rights or claimsclaims of any Company; (xim) any transaction by it outside the ordinary course of their respective businesses; or (xii) any cancellation material breach, amendment or termination of any material contract, agreement, Permit or other right to which any Company is a Material Contract.party or any of its property is subject; or

Absence of Changes. Since the Balance Sheet Date, except as set forth on Schedule 5.255.26, there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (i) any event or circumstance (either singly or material adverse change in the aggregate) which would constitute a Material Adverse Effectfinancial condition, assets, liabilities (contingent or otherwise), income or business of the COMPANY; (ii) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of the COMPANY; (iii) any change in the authorized capital of the COMPANY or its outstanding securities or any change in its authorized capital, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iiiiv) any declaration or payment of any dividend or distribution in respect of its the capital stock (except for dividends or distributions of cash that do not cause the COMPANY to fail to meet the financial requirements, as of the Closing Date, set forth in the first sentence of Section 3.3) or any direct or indirect redemption, purchase or other acquisition of any of its the capital stock, except any declaration stock of dividends payable by any COMPANY Subsidiary to the COMPANY; (ivv) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it the COMPANY to any of its respective officers, directors, stockholdersSTOCKHOLDERS, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (vvi) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effectcharacter, materially adversely affecting the business of the COMPANY; (vivii) any distribution, sale or transfer, or any agreement to sell or transfer transfer, any material assets, property or rights of any of its respective business the COMPANY to any personperson (other than VPI), including, without limitation, the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their respective affiliates; (viiviii) any cancellationcancellation of, or agreement to cancel, any indebtedness or other obligation owing to itthe COMPANY, including without limitation any indebtedness or obligation of any the STOCKHOLDERS or any affiliate thereof, except for inadvertent, immaterial cancellations of or agreements to cancel any such indebtedness or obligation (provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that any such adjustments cancellation or agreement to cancel shall not be deemed to be included in Schedule 5.11 unless specifically listed thereona breach of this Section 5.26 for purposes of Section 11 hereof); (viiiix) any plan, agreement or arrangement granting (other than to VPI) any preferential rights to purchase or acquire any interest in any of its the assets, property or rights of the COMPANY or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ixx) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of the ordinary course of the COMPANY's business; (x) any waiver of any of its material rights or claims; (xi) any waiver of any material rights or claims of the COMPANY; (xii) any material breach, amendment or termination of any contract, agreement, license, permit or other right to which the COMPANY is a party; (xiii) any transaction by it the COMPANY outside the ordinary course of their respective businessesits business; or (xiixiv) any cancellation or termination of a Material Contract.material contract with a customer or client prior to the scheduled termination date; or

Absence of Changes. Since Except as expressly provided in this Agreement or in connection with the Balance Sheet DateSTI Permitted Transactions, except as set forth on Schedule 5.25since December 31, 1997, STI has conducted its business only in the ordinary course and in a manner consistent with past practice and, since such date, there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (ia) any event Any change or circumstance (either singly or aggregate of changes in the aggregate) which condition (financial or otherwise), business, assets, or liabilities that has had, or would constitute reasonably be expected to result in, a Material Adverse EffectEffect on STI; (iib) any Any change in its authorized capital, or securities outstanding, or ownership interests or any grant the capitalization of any options, warrants, calls, conversion rights or commitments; (iii) any declaration or payment of any dividend or distribution in respect of its capital stock or any direct or indirect redemption, purchase or other acquisition of any of its capital stock, except any declaration of dividends payable by any COMPANY Subsidiary to the COMPANY; (iv) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it to any of its respective officers, directors, stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effect; (vi) any distribution, sale or transfer, or any agreement to sell or transfer any material assets, property or rights of any of its respective business to any personSTI, including, without limitation, the STOCKHOLDERS and their affiliatesissuance by STI of any shares of stock of any class, other than distributionsany subscriptions, sales options, warrants, convertible securities, rights, calls, agreements, commitments or transfers rights affecting or relating in the ordinary course of business any manner whatsoever to persons other than the STOCKHOLDERS and their affiliatesany equitable interests in STI; (viic) Any purchase, redemption or other acquisition by STI, or any cancellationcommitment, plan or agreement by STI to purchase, redeem or otherwise acquire any shares of its capital stock or other equitable interests; (d) Any merger or consolidation or agreement to cancelmerge or consolidate by STI with another Person, any indebtedness or other obligation owing to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate and adjust bills purchase of or investment in or agreement to purchase or invest by STI in the course business of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereonanother Person; (viiie) any planAny declaration, agreement payment or arrangement granting any preferential rights to purchase or acquire any interest in any of its assets, property or rights or requiring consent setting aside by STI of any party to the transfer and assignment dividends or other distributions of any such assetsassets of any kind whatsoever to its stockholders or other equitable owners, property or rights; (ix) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire any property, rights or assets outside of except for ordinary salary payments for services actually rendered and reasonable expense reimbursements in the ordinary course of business; (xf) Any amendment to the certificate or articles, as the case may be, of incorporation or bylaws of STI or the Sub; (g) Any increase in the compensation or rate of compensation or commission payable or to become payable by STI to any of its directors, officers, salaried employees earning more than $75,000 per annum, salesmen or agents, or any General Increase in the compensation or rate of compensation payable or to become payable to any of its hourly employees or salaried employees earning $75,000 per annum or less, or any hiring of any employee at a salary in excess of $75,000 per annum, or any termination of any key employee or any employee whose compensation was in excess of $75,000 per annum; (h) Any material change in any existing, or adoption of or entering into any new, benefit plan or arrangement (whether written or oral) affecting any of the officers, directors, employees, salesmen or agents of STI, including, without limitation, any bonus, profit-sharing, pension, deferred compensation, severance or termination pay benefit, stock option, group life or health insurance or other similar plans, agreements or arrangements; (i) Any release, cancellation, modification or waiver of any financial obligation, indebtedness, liability or Lien in favor of STI, unless such obligation, indebtedness, liability or Lien has been paid in full at the time of release or such as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on STI; (j) Any waivers, compromises or settlements by STI of any right or claim of STI in excess of $50,000 in the aggregate; or any institution or settlement of, or agreement to settle, any litigation, action or proceeding before any Governmental Entity relating to STI or any of its properties; (k) Any mortgage, pledge or other subjection to any Lien or option of any property, asset, right or business of STI, other than Permitted Liens and those incurred in the ordinary course of business and consistent with past practice; (l) Any assumptions or guarantees (except endorsements of negotiable instruments in the ordinary course of business and consistent with past practice) by STI of the obligations of any Person, except in the ordinary course of business and consistent with past practice, but in no event in excess of $50,000 when all such assumptions, guarantees and endorsements are aggregated; (m) Any payment or satisfaction by STI of any material liability, obligation or indebtedness, other than those reflected on the STI Financial Statements and those incurred in the ordinary course of business and consistent with past practice; (n) Any loan, advance, or capital contribution to, or investment in, any Person in an aggregate amount in excess of $100,000 (excluding any loan, advance or capital contribution to, or investment in, STI), any commitment to so loan, advance, contribute capital or invest, or any renewal, refunding or extension of any existing loan, advance or investment made by STI to any Person, except in the ordinary course of business and consistent with past practice; (o) Any actions taken or transactions entered into by STI involving more than $100,000 in the aggregate, other than in the ordinary course of business and consistent with past practice, or any capital expenditures or commitments therefor in excess of $100,000 in the aggregate, other than in the ordinary course of business; (p) Any creations, renewals, material changes or terminations, or any notice of any proposed renewal, material change or termination of any contract, agreement, commitment, obligation, lease or license involving more than $5,000,000 in the aggregate or extending beyond six (6) months from the date of this Agreement, to which STI is a party or by which STI or its properties are bound; (q) Any sale, assignment, lease, abandonment or other disposition by STI of any real property, or any sale, assignment, transfer, license, lapse, or other disposition by STI of any material trademark, trade name, copyright (or pending application for any material trademark or copyright), or other intangible asset; (r) Any sale, assignment or transfer of any contract, agreement, lease, or asset by STI, except in the ordinary course of business and consistent with past practice; (s) Any general labor dispute, or threat of a general labor dispute, or any attempt or threat of any attempt by a union to organize any employees of STI who are not now covered under an existing union or collective bargaining agreement; (t) Any lapse of any material insurance policy or coverage of STI, except for normal renewals and/or replacements; (u) Any failure by STI to replenish inventories and supplies in a normal and customary manner consistent with prior practice; any purchase commitment by STI in excess of the normal, ordinary and usual requirements of business or at any price in excess of the then current market price; (v) Any material damage, destruction or loss to the business or properties of STI, whether or not covered by insurance, including, without limitation, any damage, destruction or loss as a result of fire, explosion, accident, earthquake, lightning, aircraft, vehicle, smoke, hail, flood, drought, storm, strike, work stoppage, lockout, sabotage, embargo, condemnation, riot, civil disturbance, vandalism or act of God or public enemy the result of which is a Material Adverse Effect on STI; (w) Any granting of powers of attorney by STI; any material writing up or writing down of the carrying value of any of its assets; any material rights change in the depreciation or claims;amortization policies or rates heretofore adopted; or (xix) any Any other material action taken or transaction entered into by it outside STI other than in the ordinary course of their respective businesses; or (xii) any cancellation or termination of a Material Contractbusiness.

Absence of Changes. Since the Balance Sheet Date, except Except as set forth on Schedule 5.25in Section 4.14 of the Disclosure Schedule, since the date of the Audited Vermont Financial Statements, the Business has been operated in the ordinary course, and there has not been with respect to the COMPANY and the COMPANY's Subsidiariesincurred, nor has there occurred: (ia) Any material damage, destruction or loss (whether or not covered by insurance), adversely affecting the Business or any event or circumstance (either singly or in of the aggregate) which would constitute a Material Adverse Effectmaterial Assets; (iib) any change in its authorized capitalAny issuance, or securities outstandingdeclaration, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration setting aside or payment of any dividend or other distribution in respect of its cash or property on any of the capital stock of any Vermont Entity, or any direct or indirect redemption, purchase or other acquisition of any shares of its capital stock, except stock of any declaration of dividends payable Vermont Entity or any agreement or commitment by any COMPANY Subsidiary Vermont Entity to the COMPANYdo so; (ivc) Any strikes, work stoppages or other material labor disputes involving any increase in the compensationEmployees; (d) Any sale, bonus, sales commissions transfer or fee arrangement payable or to become payable by it to other disposition of any of its respective officers, directors, stockholders, employees, consultants or agentsthe Assets, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) sales made in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effect; (vi) any distribution, sale or transfer, or any agreement to sell or transfer any material assets, property or rights of any of its respective business to any person, including, without limitation, the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ix) 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; (xe) any Any amendment, termination, waiver or cancellation of any Material Agreement included in the Assets, or of its material rights any right or claimsclaim thereunder; (xif) Any (i) general uniform increase in the compensation of the Employees of the Vermont Entities (including, without limitation, any transaction by it outside increase pursuant to any bonus, pension, profit sharing or other plan or commitment), other than in the ordinary course of their respective businesses; orbusiness and consistent with past practice, (ii) increase in any compensation payable by any Vermont Entity to any officer, director, Employee, consultant or agent of any Vermont Entity, other than in the ordinary course of business and consistent with past practice, (iii) loan or commitment therefor made by any Vermont Entity to any officer, director, stockholder, Employee, consultant or agent of a Vermont Entity, (iv) grant of any severance or termination pay to any director, officer or Employee of any Vermont Entity, or (v) entering into any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or Employee or any Vermont Entity. (xiig) any cancellation Any change in the accounting methods, procedures or termination practices followed by the Vermont Entities; (h) Any material change in policies, operations or practices of a Material Contract.the Vermont Entities, including, without limitation, with respect to selling methods, returns, discounts or other terms of sale, as well as payments of liabilities; (i) Any sales contracts or commitments which will be materially in excess of the capacity of the Vermont Entities as of the Closing Date; (j) Any purchase contracts or commitments materially in excess of the requirements of the Business in the ordinary course;

Absence of Changes. Since Except for the Balance Sheet execution and performance of this Agreement and the discussions, negotiations and transactions related thereto and any COVID-19 Measures and except as disclosed in Section 4.6 of the Huya Disclosure Schedule, since the Review Date, except as set forth on Schedule 5.25, Huya and its Subsidiaries have conducted their respective businesses in all material respects in the ordinary course of business consistent with past practice and there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (ia) any event circumstance, event, occurrence or circumstance (either singly development which has had, or would reasonably be expected to have, individually or in the aggregate) which would constitute , a Huya Material Adverse Effect; (iib) any change in its authorized capitaldeclaration, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration setting aside or payment of any dividend or other distribution in with respect to any share capital of Huya or any of its capital stock Subsidiaries (except for dividends or other distributions by any direct Subsidiary to Huya or indirect to any wholly-owned Subsidiary of Huya) or (ii) any redemption, purchase repurchase or other acquisition of any share capital of Huya or any of its capital stockSubsidiaries, except any declaration other than the payment of dividends payable by any COMPANY Subsidiary Huya Closing Dividend pursuant to the COMPANYSection 7.16(a); (ivc) any material change in any method of accounting or accounting practice by Huya or any of its Subsidiaries; (d) any making or revocation of any material Tax election, any settlement or compromise of any material Tax liability, or any change (or request to any Taxing Authority to change) any material aspect of the method of accounting of Huya or any of its Subsidiaries for Tax purposes; (e) except to the extent required by applicable Law or otherwise contemplated in this Agreement, any increase in the compensation, bonus, sales commissions compensation or fee arrangement benefits payable or to become payable by it to any of its respective officers, directors, stockholders, employees, consultants officers or agents, employees (except for ordinary and customary bonuses and salary increases for non-officer employees (other than the STOCKHOLDERS) in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effect; (vi) any distribution, sale or transfer, or any agreement to sell or transfer any material assets, property or rights of any of its respective business to any person, including, without limitation, the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon); (viiif) except to the extent required by applicable Law or otherwise contemplated in this Agreement, (i) any establishment, adoption, entry into, termination or amendment of any bonus, profit sharing, equity, thrift, pension, retirement, deferred compensation, compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit or welfare of any director, officer or employee, (ii) any grant or increase in any severance, change in control, termination or similar compensation or benefits payable to any director, officer or employee, or (iii) any acceleration of the time of payment or vesting of, or the lapsing of restrictions with respect to, or any funding or otherwise securing the payment of, any compensation or benefits payable or to become payable to any director, officer or employee under any benefit or compensation plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rightsarrangement; (ixg) any purchase amendment to the Huya Memorandum and Articles of Association or acquisition of, any similar governing instrument of any of the Subsidiaries of Huya or agreement, plan any amendment to or arrangement to purchase or acquire termination of any property, rights or assets outside of the Huya VIE Contracts; (h) any incurrence of material indebtedness for borrowed money (other than short term debt incurred in the ordinary course of businessbusiness and consistent with past practice) or any guarantee of such indebtedness for another Person (other than wholly-owned Subsidiaries of Huya) or any issue or sale of debt securities, warrants or other rights to acquire any debt security of Huya or any of its Subsidiaries; (xi) any waiver adoption of, resolution to approve or petition or similar proceeding or order in relation to, a plan of complete or partial liquidation, dissolution, scheme of arrangement, merger, consolidation, restructuring, recapitalization or other reorganization of Huya or any of its material rights or claimsSubsidiaries; (xij) any transaction by it outside receiver, trustee, administrator or other similar Person appointed in relation to the ordinary course affairs of their respective businessesHuya or its property or any part thereof; or (xiik) any cancellation or termination agreement to do any of a Material Contractthe foregoing.

Absence of Changes. Since September 30, 2018, Parent and each of its Subsidiaries have conducted their respective businesses in all material respects in the Balance Sheet Date, except Ordinary Course of Business consistent with their past practices. Except as set forth (x) in the Parent SEC Reports, and (y) on Schedule 5.25Section 3.6 of the Parent Disclosure Schedule, after September 30, 2018 and on or before the date hereof: (a) there has not been with respect any change, event, circumstance or condition to the COMPANY and the COMPANY's Subsidiaries: (i) any event or circumstance (either singly Knowledge of Parent that, individually or in the aggregate) which , has had, or would constitute reasonably be expected to have, a Parent Material Adverse Effect; (iib) any except as required as a result of a change in its authorized capitalapplicable Laws or GAAP or as disclosed in the notes to the Parent Financial Statements, there has not been any material change in any method of accounting or securities outstanding, or ownership interests accounting practice by Parent or any grant of any options, warrants, calls, conversion rights or commitmentsits Subsidiaries; (iiic) there has not been any declaration other action, event or payment occurrence that would have required the consent of the Company pursuant to Section 4.4(a) of this Agreement had such action, event or occurrence taken place after the execution and delivery of this Agreement; (d) there has not been any dividend (i) grant of or distribution increase in respect any severance or termination pay to any employee, director or other service provider of Parent or its capital stock Subsidiaries, (ii) entry into any employment, consulting, deferred or equity compensation, retention, change in control, transaction bonus, severance or other similar plan or agreement (or any direct amendment to any such existing agreement) with any new or indirect redemptioncurrent employee, purchase director or other acquisition service provider of Parent or any of its capital stockSubsidiaries, except any declaration of dividends payable by any COMPANY Subsidiary to the COMPANY; (iviii) any increase change in the compensation, bonus, sales commissions bonus or fee arrangement other benefits payable or to become payable to its directors, officers, employees or consultants, except in the Ordinary Course of Business, or as required by it any pre-existing plan or arrangement set forth in Section 3.6(d) of the Parent Disclosure Schedule, (iv) action to accelerate the vesting or payment of any compensation or benefit to any Parent employee, (v) adoption, modification or termination of any Parent Employee Program other than as required by applicable Law, or (vi) termination of any officers or key employees of Parent or any of its respective officersSubsidiaries; or (e) Parent has not acquired or sold, directorspledged, stockholdersleased, employees, consultants encumbered or agents, except for ordinary and customary bonuses and salary increases for employees (other than otherwise disposed of any material property or assets or agreed to do any of the STOCKHOLDERS) in accordance with past practiceforegoing; (vf) any work interruptions, labor grievances or claims filed, or any similar event or condition Other than the grant of any character that would have a Material Adverse Effect; (vi) any distribution, sale or transfer, or any agreement to sell or transfer any material assets, property or rights of any of its respective business to any person, including, without limitation, the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers non-exclusive licenses in the ordinary course Ordinary Course of business to persons other than the STOCKHOLDERS and their affiliates; Business, there has been no transfer (viiby way of a license or otherwise) any cancellationof, or agreement to canceltransfer to, any indebtedness or other obligation owing Person’s rights to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereonParent Intellectual Property; (viiig) any plan, agreement or arrangement granting any preferential rights there has been no notice delivered to purchase or acquire any interest in any of its assets, property or rights or requiring consent Parent of any claim of ownership by a third party to the transfer and assignment of any such assets, property or rights; (ix) 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; (x) any waiver of any of its material rights the Parent Intellectual Property, or claims;of infringement by Parent of any Third Party Intellectual Property; and (xih) there has not been any transaction by it outside binding agreement to do any of the ordinary course of their respective businesses; or (xii) any cancellation or termination of a Material Contractforegoing.

Absence of Changes. Since the Balance Sheet DateDecember 31, 1998, except as set forth on ------------------ Schedule 5.25, there has not been with respect to the COMPANY and the COMPANY's Subsidiaries: (i) any event or circumstance (either singly or in the aggregate) which aggregate)which would constitute a Material Adverse Effect; (ii) any change in its authorized capital, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration or payment of any dividend or distribution in respect of its capital stock or any direct or indirect redemption, purchase or other acquisition of any of its capital stock, except any declaration of dividends payable by any COMPANY Subsidiary to the COMPANY; (iv) any increase of more than five percent (5%) in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it to any of its respective officers, directors, stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effect; (vi) any distribution, sale or transfer, or any agreement to sell or transfer any material assets, property or rights of any of its respective business to any person, including, without limitation, the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereof, provided that it may -------- negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such -------- ------- adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ix) 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; (x) any waiver of any of its material rights or claims; (xi) any transaction by it outside the ordinary course of their respective businessesits business; or (xii) any cancellation or termination of a Material Contract.

Absence of Changes. Since the Balance Sheet Date, except as set forth on Schedule 5.252.24, the Company and its Subsidiaries have conducted their operations in the ordinary course and there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (ia) any event material adverse change in the business, operations, properties, condition (financial or circumstance other), assets, liabilities (either singly contingent or otherwise) or results of operations of the Company or its Subsidiaries, individually or in the aggregate) which would constitute a Material Adverse Effect; (iib) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of the Company or its Subsidiaries, individually or in the aggregate; (c) except as contemplated by this Agreement or the transactions contemplated hereby, any change in the authorized capital stock of the Company or its authorized capitalSubsidiaries, or in their respective outstanding securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iiid) except as contemplated by this Agreement or the transactions contemplated hereby, any declaration or payment of any dividend or distribution in respect of its the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of the Company or its capital stock, except any declaration of dividends payable by any COMPANY Subsidiary to the COMPANYSubsidiaries; (ive) any increase in the compensation, bonus, sales commissions or fee arrangement compensation payable or to become payable by it the Company or its Subsidiaries to their respective stockholders or to any of its their respective officers, directors, stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice, which bonuses and salary increases are set forth on Schedule 2.24; (vf) any work interruptionsmaterial labor disputes, labor grievances or labor claims filed, or any similar event or condition of any character that would have a Material Adverse Effect; (vig) any distribution, sale or transfer, or any agreement to sell or transfer transfer, any material assets, property properties or rights of the Company or any of its respective business Subsidiaries to any person, including, without limitation, the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliates; (viih) any cancellation, or agreement to cancel, any material indebtedness or other material obligation owing to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS the Company or any affiliate thereof, provided that it may negotiate and adjust bills of its Subsidiaries; (i) any increase in the indebtedness of the Company or any of its Subsidiaries, other than the Credit Agreement among the Company, its Subsidiaries and General Electric Capital Corporation (the "Credit Agreement") and accounts payable incurred in the ordinary course of good faith disputes with customers in a manner business, consistent with past practicepractices, provided, further, that or any default or violation of the terms of any agreement evidencing such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereonindebtedness; (viiij) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its the assets, property or rights of the Company or any of its Subsidiaries or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ixk) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of the ordinary course of business;, (xl) any waiver of any of its material rights or claimsclaims of the Company or any of its Subsidiaries; (xim) any breach, amendment or termination of any material contract, agreement, permit or other right to which the Company or any of its Subsidiaries is a party or any of their property is subject, except that which would not have a Material Adverse Effect on the Company or any of its Subsidiaries; or (n) except for the transactions contemplated by this Agreement, any other material transaction by it the Company or any of its Subsidiaries outside the ordinary course of their respective businesses; or (xii) any cancellation or termination of a Material Contractbusiness.

Absence of Changes. Since June 30, 1996 there has not been any material adverse change, or any event or development which, individually or together with other such events, could reasonably be expected to result in a material adverse change in the Balance Sheet DateBusiness or Condition of any Borrower. None of the other representations or warranties set forth in this Agreement shall be deemed to limit the foregoing. In addition, without limiting the foregoing, except as set forth on disclosed in Section 3.9 of the Disclosure Schedule 5.25or the SEC Documents, there has not been with respect to the COMPANY and the COMPANY's Subsidiariesoccurred since June 30, 1996: (i) any event or circumstance (either singly or in the aggregate) which would constitute a Material Adverse Effect; (ii) any change in its authorized capitaldeclaration, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration setting aside or payment of any dividend or other distribution in respect of its the capital stock of the Company or any Subsidiary of the Company not wholly owned by the Company, or any direct or indirect redemption, purchase or other acquisition by the Company or any Subsidiary of the Company of any such capital stock of its capital stock, except or any declaration of dividends payable by any COMPANY Subsidiary Option with respect to the COMPANYCompany or any Subsidiary of the Company not wholly owned by the Company; (ivii) any authorization, issuance, sale or other disposition by any Borrower of any shares of capital stock of or Option with respect to any Borrower, or any modification or amendment of any right of any holder of any outstanding shares of capital stock of or Option with respect to any Borrower; (iii) other than pursuant to the terms of existing employment contracts (x) any increase in the compensationsalary, bonuswages or other compensation of any officer, sales commissions employee or fee consultant of any Borrower whose annual salary is, or after giving effect to such change would be, $50,000.00 or more; (y) any establishment or modification of (A) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment Contract or other employee compensation arrangement payable or to become payable (B) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment Contract or other employee compensation arrangement; or (z) any adoption, entering into, amendment, modification or termination (partial or complete) of any Benefit Plan; (A) incurrences by it any Borrower or any Subsidiary of Indebtedness in an aggregate principal amount for all Borrowers and Subsidiaries taken together exceeding $50,000.00 (net of any amounts discharged during such period), or (B) any voluntary purchase, cancellation, prepayment or complete or partial discharge in advance of a scheduled payment date with respect to, or waiver of any right of any Borrower or any Subsidiary under, any Indebtedness of or owing to any of its respective officers, directors, stockholders, employees, consultants Borrower or agents, except for ordinary and customary bonuses and salary increases for employees any Subsidiary (in either case other than the STOCKHOLDERS) in accordance with past practiceany Indebtedness of any Borrower or any Subsidiary owing to any other Borrower or any other wholly-owned Subsidiary); (v) any work interruptionsphysical damage, labor grievances destruction or claims filed, other casualty loss (whether or not covered by insurance) affecting any of the real or personal property or equipment of any Borrower or any similar event or condition of any character that would have a Material Adverse EffectSubsidiary in an aggregate amount for all Borrowers and Subsidiaries taken together exceeding $50,000.00; (vi) any distribution, sale write-off or transfer, write-down of or any agreement determination to sell write off or transfer down any material assets, property or rights of the Assets and Properties of any of its respective business to Borrower or any person, including, without limitation, the STOCKHOLDERS Subsidiary in an aggregate amount for all Borrowers and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliatesSubsidiaries taken together exceeding $50,000.00; (vii) any cancellationacquisition of any Assets and Properties of any Person or disposition of, or agreement to cancelincurrence of a Lien (other than a Permitted Lien) on, any indebtedness or other obligation owing to it, including without limitation any indebtedness or obligation Assets and Properties of any STOCKHOLDERS Borrower or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereonSubsidiary; (viii) any planentering into, agreement amendment, modification, termination (partial or arrangement complete) or granting of a waiver under or giving any preferential rights consent with respect to purchase any Contract with respect to (A) any Contract which is required (or acquire had it been in effect on the date hereof would have been required) to be disclosed in the Disclosure Schedule pursuant to Section 3.18(a) or (B) any interest in material License held by any of its assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rightsBorrower; (ix) any purchase capital expenditures or acquisition of, or agreement, plan or arrangement commitments for additions to purchase or acquire any property, rights plant or equipment of any Borrower or any Subsidiary constituting capital assets outside of the ordinary course of businessin an aggregate amount for all Borrowers and Subsidiaries taken together exceeding $50,000.00; (x) any waiver commencement or termination by any Borrower or any Subsidiary of any line of its material rights or claimsbusiness; (xi) any transaction by it any Borrower or any Subsidiary with any officer, director, Affiliate or Associate of such Borrower or such Subsidiary, other than pursuant to any Contract in effect on June 30, 1996 or other than pursuant to any contract of employment; (xii) any entering into of an agreement to do or engage in any of the foregoing, including without limitation with respect to any Business Combination not otherwise restricted by the foregoing paragraphs; or (xiii) any change in the accounting methods or procedures of any Borrower or any Subsidiary or any other transaction involving or development affecting any Borrower or any Subsidiary outside the ordinary course of their respective businesses; or (xii) any cancellation or termination of a Material Contractbusiness consistent with past practice.

Absence of Changes. Since the Balance Sheet Date, except Except as set forth on Schedule 5.255.14: (a) Since the date of the TexStar Latest Financial Statement, there has not been with respect any event or occurrence which has had or which would reasonably be expected to have, individually or in the COMPANY aggregate, a Material Adverse Effect on the TexStar Group. (b) Since the date of the TexStar Latest Financial Statement, except for this Agreement, the Transactions and the COMPANY's SubsidiariesTexStar Rich Gas Restructuring, each member of the TexStar Group has carried on and operated its respective businesses in all material respects in the Ordinary Course of Business and from such date through the date hereof, no member of the TexStar Group has: (i) any event or circumstance (either singly or in the aggregate) which would constitute a Material Adverse Effectamended its Organizational Documents; (ii) transferred, issued, sold or disposed of any change in of its authorized capital, or securities outstanding, or ownership interests or any grant of Equity Interests (including any options, warrants, callsor other securities convertible into or exercisable or exchangeable for such Equity Interests, conversion or other rights of any kind with respect to such Equity Interests) other than transfers, issuances, sales or commitmentsdispositions to another member of the TexStar Group; (iii) any declaration adopted a plan of complete or payment of any dividend or distribution in respect of its capital stock or any direct or indirect redemptionpartial liquidation, purchase dissolution, recapitalization or other acquisition of any of its capital stock, except any declaration of dividends payable by any COMPANY Subsidiary to the COMPANYreorganization; (iv) made any increase material change in the compensationsuch Person’s accounting methods, bonuspolicies or procedures, sales commissions or fee arrangement payable or to become payable by it to any of its respective officers, directors, stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) as required by GAAP or a change in accordance with past practiceapplicable Law; (v) made any work interruptionsacquisitions (by merger, labor grievances consolidation, acquisition of equity interests or claims filedotherwise) of assets, properties, equity interests or any similar event or condition business of any character that would have a Material Adverse Effectother Person; (vi) any distribution, sale or transfer, or any agreement to sell or transfer any material assets, property or rights of any of its respective business to any person, including, without limitation, the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers in the ordinary course Ordinary Course of business to persons other than the STOCKHOLDERS and their affiliatesBusiness, sold, transferred, assigned, disposed of, leased, pledged or encumbered any assets; (vii) commenced or settled any cancellation, or agreement to cancel, any indebtedness or other obligation owing to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereonlitigation; (viii) made any planloan, agreement advance or arrangement granting capital contribution to, or other investment in, any preferential rights to purchase or acquire any interest in any Person that is not a member of its assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rightsTexStar Group; (ix) any purchase or acquisition ofpaid, or agreementagreed to pay upon the satisfaction of any condition, plan or arrangement to purchase or acquire any property, rights or assets outside increase in the compensation of any employee of the ordinary course TexStar Group other than in the Ordinary Course of businessBusiness, or agreed to pay upon the satisfaction of any condition any severance or termination pay to any such Persons, except as specifically agreed to in writing between TexStar and SXE as part of the Transactions; (x) adopted, established, entered into, amended, modified or agreed to amend or modify (or announced an intention to establish, amend or modify) or terminated any waiver Benefit Plan or became liable with respect to any Benefit Plan with respect to which such member of any of its material rights or claimsthe TexStar Group was not liable immediately before the TexStar Latest Financial Statement; (xi) made any transaction material amendment to any Tax Return, or made, changed or rescinded any Tax election, in each case, which would reasonably be expected to materially increase the Tax liability of the TexStar Group (in the case of the T2 LaSalle Entities, to the Knowledge of TexStar) or the direct or indirect owners of the TexStar Group (in the case of the T2 LaSalle Entities, to the Knowledge of TexStar) for any taxable period beginning after the Closing Date; (xii) other than in the Ordinary Course of Business, incurred any Indebtedness or incurred, assumed, guaranteed or otherwise become liable or responsible (whether directly, contingently or otherwise) for any Indebtedness or other obligations of any Person (other than a member of the TexStar Group) that will not be extinguished at Closing; (xiii) committed to any capital expenditures outside of the Ordinary Course of Business after March 31, 2014, to the extent not included in the TexStar Capex Budget and in excess of $2,000,000 individually or $10,000,000 in the aggregate; (xiv) suffered any material damage, destruction or loss affecting any assets of any member of the TexStar Group, but in each case only to the extent not covered by it outside payments or approved claims under the ordinary course TexStar Group’s insurance policies; (xv) accelerated, terminated, materially amended, modified or canceled any TexStar Contract, except for any such accelerations, terminations, amendments, modifications or cancelations in the Ordinary Course of their respective businessesBusiness and that individually would not reasonably be expected to have an adverse impact on the TexStar Group in excess of $2,000,000 in any fiscal year; or (xiixvi) agreed or committed to do any cancellation or termination of a Material Contractthe foregoing.

Absence of Changes. Since the Balance Sheet Date, except as set forth on Schedule 5.25, there has not been Except with respect to the COMPANY and transactions contemplated by this Agreement, the COMPANY's SubsidiariesRelated Agreements or the Contribution Agreement, or as set forth in Schedule 3.07, since the date of the most recent Financial Statements, Seller or its Affiliates have: (a) conducted the Facility Operations only in the Ordinary Course of Business of Seller or such Affiliate; (b) not (i) purchased, acquired or leased any Assets and Properties Used in the Facility Operations other than in the Ordinary Course of Business of Seller or such Affiliate, (ii) made any capital expenditure or commitment therefor with respect to the Facility Operations other than in the Ordinary Course of Business of Seller or such Affiliate, or which obligate Seller for capital expenditures in excess of $100,000 on the Closing Date, or (iii) sold, pledged, leased, disposed of or encumbered any of the Company Assets other than sales of Inventory and scrap or surplus equipment in the Ordinary Course of Business of Seller or such Affiliate; (c) not (i) entered into or amended, or committed itself to enter into or amend, any employment, severance, consulting, compensation or special pay Contract, with respect to termination of employment or otherwise, or other similar Contracts with any key employees involved in the Facility Operations, (ii) paid or agreed to pay any pension, retirement allowance or other employee benefit to any such key employee involved in the Facility Operations, whether past or present (other than for benefit entitlements under Employee Plans and Agreements in effect as of the date of the most recent Financial Statements in accordance with the terms of such Employee Plans and Agreements), or (iii) paid any bonuses to, or increased the compensation of, any such key employee, except in the Ordinary Course of Business of Seller or such Affiliate; (d) not adopted, entered into or amended, or committed itself to adopt, enter into or amend, any of the Employee Plans and Agreements, except as required to comply with changes in applicable Law; (e) not suffered any event or circumstance condition which has caused or would cause a material adverse change of $1,000,000 or more with respect to the business, financial condition, results of operations or prospects (either singly in the case of prospects, not taking into account general economic conditions or general industry developments) of the Company Assets or the Facility Operations, taken as a whole; (f) not suffered any destruction of or damage to the Company Assets (whether or not insured) in excess of $250,000 in the aggregate) which would constitute a Material Adverse Effect;; and (iig) not entered into any change in its authorized capital, or securities outstanding, or ownership interests or Contract to do any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration or payment of any dividend or distribution in respect of its capital stock or any direct or indirect redemption, purchase or other acquisition of act prohibited by any of its capital stock, except any declaration of dividends payable by any COMPANY Subsidiary to the COMPANY; (iv) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it to any of its respective officers, directors, stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effect; (vi) any distribution, sale or transfer, or any agreement to sell or transfer any material assets, property or rights of any of its respective business to any person, including, without limitation, the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ix) 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; (x) any waiver of any of its material rights or claims; (xi) any transaction by it outside the ordinary course of their respective businesses; or (xii) any cancellation or termination of a Material Contractforegoing.

Absence of Changes. (a) Except as otherwise contemplated or permitted by, or as a consequence of or in connection with, this Agreement, or as set forth on Schedule 3.22(a) of the Company Disclosure Schedule, from the Balance Sheet Date until the Agreement Date, the Business has been conducted, in all material respects, in the Ordinary Course of Business, and none of the Acquired Entities has taken (or failed to take) any of the following actions: (i) amended its Certificate of Incorporation or bylaws or other comparable organizational documents; (ii) declared or made any payment, dividend or distribution to the Stockholders, including stock splits, stock dividends, or purchased or redeemed any Shares; (iii) authorized for issuance, issue, sell, deliver or, agreed or committed to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise), any shares of any class or any other equity securities or equity equivalents (including any options or appreciation rights); (iv) adopted a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than this Agreement); (v) (A) incurred or assumed any long-term or short-term Indebtedness, except for borrowings under existing lines of credit in the Ordinary Course of Business, (B) assumed, guaranteed, endorsed or otherwise became liable or responsible, whether directly, contingently or otherwise, for the obligations of any other Person, except in the Ordinary Course of Business, (C) made any loans, advances or capital contributions to or investments in any other Person, except for customary loans or advances to employees and Acquired Entities and except for normal extensions of credit to customers, in each case in the Ordinary Course of Business, or (D) taken action which would create any Encumbrance upon any Assets, except for Permitted Encumbrances; (vi) entered into, adopted, amended or terminated any Employee Plan (other than such amendments which are required by applicable Law), increase in any material manner the compensation or fringe benefits of any director, officer or employee of any Acquired Entity, or pay any benefit not required by any plan or arrangement in effect as of the Balance Sheet Date; (vii) made any change in the compensation payable or to become payable to any of its directors, officers, employees or consultants of any Acquired Entity or awarded any bonus to any such Person; (viii) terminated the employment of any employees other than in the Ordinary Course of Business consistent with past practice or for cause or engaged in any employee layoffs or plant or office closures; (ix) made, revoked or changed any election in respect of Taxes, adopted or changed any accounting method in respect of Taxes, filed any amendment to a Tax Return or any claim for refund or credit of Taxes, filed any Tax Return other than in the Ordinary Course of Business and consistent with past practice (or, for avoidance of doubt, filed any Tax Return that was filed late), entered into any closing agreement, settled or compromised any claim or assessment in respect of Taxes, consented to any extension or waiver of the statutory period of limitations applicable to any claim or assessment in respect of Taxes, requested or entered into any ruling or agreement with a Governmental Body with respect to Taxes or entered into a Contract which primarily relates to Taxes; (x) sold, leased or disposed of any Assets in any single transaction or series of related transactions having a fair market value in excess of $250,000 in the aggregate, except in the Ordinary Course of Business; (xi) entered into, extended, modified, terminated or renewed any Material Contract, except in the Ordinary Course of Business; (xii) initiated or settled any Action; (xiii) terminated, amended or entered into any lease with respect to real property or any capital lease with respect to personal property, other than in the Ordinary Course of Business; (xiv) suffered any material loss, damage or destruction, whether covered by insurance or not, relating to or affecting the business, assets or liabilities of Acquired Entities; (xv) changed its methods of accounting or accounting practices in any material respect or accelerated in any respect the collection of receivables whether by offering discounts or incentives or otherwise, or delayed in any respect the payment of payables or other accruals; (xvi) made any capital expenditures in excess of $100,000 in the aggregate; (xvii) acquire, by merger, consolidation or acquisition of stock or assets, any corporation, partnership or other business organization, or any division thereof, or any equity interest therein; and (xviii) enter into any Contract to take any of the foregoing actions. (b) Since the Balance Sheet Date, except as set forth on Schedule 5.25, there has not been with respect to the COMPANY any Company Material Adverse Effect, and the COMPANY's Subsidiaries: (i) any event there have been no events, developments or circumstance (either singly occurrences that, individually or in the aggregate) which , would constitute reasonably be expected to result in a Company Material Adverse Effect; (ii) any change in its authorized capital, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration or payment of any dividend or distribution in respect of its capital stock or any direct or indirect redemption, purchase or other acquisition of any of its capital stock, except any declaration of dividends payable by any COMPANY Subsidiary to the COMPANY; (iv) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it to any of its respective officers, directors, stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effect; (vi) any distribution, sale or transfer, or any agreement to sell or transfer any material assets, property or rights of any of its respective business to any person, including, without limitation, the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ix) 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; (x) any waiver of any of its material rights or claims; (xi) any transaction by it outside the ordinary course of their respective businesses; or (xii) any cancellation or termination of a Material Contract.

Absence of Changes. (a) Since the Balance Sheet Date, except as set forth on Schedule 5.255.25 or as otherwise contemplated hereby, there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (i) any event or circumstance (either singly or Material Adverse Change in the aggregate) which would constitute a Material Adverse EffectCompany; (ii) any damage, destruction or casualty loss (whether or not covered by insurance), alone or in the aggregate, which has caused a Material Adverse Effect on the Company; (iii) any change in the authorized capital of the Company or its outstanding securities or any change in its authorized capital, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iiiiv) any declaration or payment of any dividend or distribution in respect of its the capital stock or any direct or indirect redemption, purchase or other acquisition of any of its the capital stock, stock of the Company except any declaration of dividends payable by any COMPANY Subsidiary to for distributions that would have been permitted after the COMPANY;date hereof under Section 7.3(iii) hereof, (ivv) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it the Company to any of its respective officers, directors, stockholdersStockholders, employees, consultants or agents, except for ordinary and customary bonuses and bonuses, except for salary increases for employees (other than the STOCKHOLDERS) in accordance with past practicepractice and except for the establishment of the J. A. Xxxxxx Xxxpany Deferred Stock Compensation Plan (the "Crosxx Xxxn") or the Franklin Fire Sprinkler Company Deferred Compensation Plan (the "Franklin Plan") and the arrangements to contribute shares of AmPaM Stock thereto as described in Annex I hereto; (vvi) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have character, which has caused a Material Adverse EffectEffect on the Company; (vivii) any distribution, sale or transfer, or any agreement to sell or transfer transfer, any material assets, property or rights of any of its respective business the Company to any person, including, without limitation, the STOCKHOLDERS Stockholders and their affiliates, other than distributions, sales except inventory sold or transfers transferred in the ordinary course Ordinary Course of business to persons other than the STOCKHOLDERS and their affiliatesBusiness; (viiviii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to itthe Company, including without limitation any indebtedness or obligation of any STOCKHOLDERS Stockholders or any affiliate Affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viiiix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its the material assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ixx) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of the ordinary course Ordinary Course of business; (x) any waiver of any of its material rights or claimsBusiness; (xi) any transaction by it outside waiver of any material rights or claims of the ordinary course of their respective businesses; orCompany; (xii) any amendment or termination of any Material Document to which the Company is a party except for the termination of a Material Document in accordance with its terms without any action on the part of the Company; (xiii) any transaction by the Company outside the Ordinary Course of Business; (xiv) any cancellation or termination of a Material Contractmaterial contract with a customer or client listed on Schedule 5.15(a) prior to the scheduled termination date thereof; or (xv) any other distribution of property or assets by the Company other than in the Ordinary Course of Business, other than (a) distributions of nonoperating assets specifically identified on Schedule 5.25, (b) distributions of real estate required by Section 7.1(c) of this Agreement and (c) distributions of cash or promissory notes permitted by Annex I hereto. (b) Except as set forth on Schedule 5.25, the Company has not, between the Balance Sheet Date and the date hereof, taken any of the actions set forth in Section 7.3.

Absence of Changes. Since the Balance Sheet Date, the Company has conducted its business in the ordinary course and, except as contemplated herein or as set forth on Schedule 5.25, there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (ia) any event or circumstance (either singly or material adverse change in the aggregate) which would constitute a Material Adverse Effectfinancial condition, assets, liabilities (contingent or otherwise), income or business of the Company; (iib) any damage, destruction or loss (whether or not covered by insurance) adversely affecting the properties or business of the Company; (c) any change in the authorized capital of the Company or in its authorized capital, outstanding securities or securities outstanding, or any change in its ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iiid) any declaration or payment of any dividend or distribution in respect of its the capital stock stock, or any direct or indirect redemption, purchase or other acquisition of any of its the capital stockstock of the Company, except any declaration other than the distribution of dividends payable by any COMPANY Subsidiary those items listed on Schedule 5.25(d) attached hereto immediately prior to the COMPANYClosing; (ive) any increase in the compensation, bonus, sales commissions or fee arrangement arrangements payable or to become payable by it the Company to any of its respective officers, officers directors, stockholdersStockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (vf) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have character, which has had a Material Adverse Effect; (vig) any distribution, sale or transfer, or any agreement to sell or transfer transfer, any material assets, assets property or rights of any of its respective business the Company to any person, including, including without limitation, limitation the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS Stockholders and their affiliates; (viih) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to itthe Company, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereofthe Stockholders and their affiliates, provided that it the Company may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viiii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ixj) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of the ordinary course of businessbusiness of the Company; (xk) any waiver of any of its material rights or claimsclaims of the Company; (xil) any breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party; (m) any transaction by it the Company outside the ordinary course of their respective businessesbusiness; (n) any capital commitment by the Company, either individually or in the aggregate, exceeding $25,000; (o) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or the revaluation by the Company of any of its assets; (p) any creation or assumption by the Company of any mortgage, pledge, security interest or lien or other encumbrance on any asset (other than liens arising under existing lease financing arrangements which are not material and liens for Taxes not yet due and payable); (q) any entry into, amendment of, relinquishment, termination or non- renewal by the Company of any contract, lease transaction, commitment or other right or obligation requiring aggregate payments by the Company in excess of $25,000, other than purchases and sales of inventory in the ordinary course of business, which purchases and sales are not subject to a written agreement; (r) any loan by the Company to any person or entity, incurring by the Company, of any indebtedness, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing of any debt securities of others; (s) the commencement or notice or, to the knowledge of the Company, threat of commencement, of any lawsuit or proceeding against, or investigation of, the Company or any of its affairs; or (xiit) negotiation or agreement by the Company or any cancellation officer or termination employee thereof to do any of a Material Contractthe things described in the preceding clauses (a) through (s) (other than negotiations with USFloral and its representatives regarding the transactions contemplated by this Agreement).

Absence of Changes. Since the Balance Sheet Date, except Except as set forth on Schedule 5.254.10, since January 1, 2012, the Company has conducted the Business in the ordinary course, and there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (ia) any event or circumstance (either singly or in the aggregate) which would constitute a Material Adverse EffectChange; (iib) any change in its authorized capitalmaterial damage, destruction or securities outstanding, or ownership interests or loss to any grant of any options, warrants, calls, conversion rights or commitmentsthe Assets; (iiic) except for cash distributions to Seller equal to a reasonable estimate of the Tax liability incurred by Seller as a result of his ownership of Company, any declaration declaration, setting aside or payment of any cash or noncash dividend or any other distribution in with respect of its to Company’s capital stock or membership interest or any direct or indirect redemption, purchase or other acquisition by Company of any of its capital stock, except any declaration of dividends payable by any COMPANY Subsidiary to the COMPANYsuch stock or interest; (ivd) any increase in the compensationobligation or liability incurred, bonus, sales commissions discharged or fee arrangement payable or to become payable by it to any of its respective officers, directors, stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effect; (vi) any distribution, sale or transfer, or any agreement to sell or transfer any material assets, property or rights of any of its respective business to any person, including, without limitation, the STOCKHOLDERS and their affiliatessatisfied, other than distributionscurrent liabilities incurred, sales discharged or transfers satisfied in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliatesbusiness; (viie) any cancellationsale, or agreement to canceltransfer, any indebtedness lease, license, Encumbrance or other obligation owing to it, including without limitation any indebtedness or obligation disposition of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate and adjust bills Asset other than in the ordinary course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereonbusiness; (viiif) any planaction taken by Company to amend, agreement terminate or arrangement granting waive any preferential rights material right belonging to purchase or acquire any interest Company other than in any the ordinary course of its assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rightsbusiness; (ixg) any purchase rights transferred or acquisition ofgranted under any concessions, leases, licenses, or agreementother Contracts to any Trade Rights owned or licensed by Company; (h) any wage or salary increase to any officer or employee of Company or any amendment to or adoption of an Employee Plan (as defined in Section 4.18(b) herein) other than in the ordinary course of business; (i) any single investment, plan capital contribution, capital expenditure or arrangement to purchase or acquire any property, rights or assets commitment for any capital expenditure in excess of Five Thousand Dollars ($5,000) outside of the ordinary course of business; (xj) other than the transactions contemplated by this Agreement and the Related Documents, any waiver of any of its material rights transaction, Contract or claims; (xi) any transaction commitment entered into by it outside Company other than in the ordinary course of their respective businessesbusiness; (k) any loss of one or more suppliers, manufacturers, distributors or customers, which is reasonably likely to have a Material Adverse Effect on current year production or sales; (l) any Action pending or, to the knowledge of Seller, threatened, which relates to Company, the Business or any of the Assets, the outcome of which could reasonably be expected to have a Material Adverse Effect, including without limitation any letter, phone call, email or other communication raising the possibility of an Action or a threat of an Action; (m) (i) the incurrence of any indebtedness for borrowed money, other than borrowings under existing credit facilities, (ii) the making of any loans or advances to any other Person, other than routine advances to employees consistent with past practice or (iii) the assumption, guarantee or endorsement (whether directly, contingently otherwise) for the obligations of any other Person; (n) any compromise or settlement of, or the taking of any material action with respect to, any Action; (o) the entrance into or amendment of any employment, consulting, severance, or similar agreement with any Person other than in the ordinary course of business, except with respect to new hires or routine salary increases (consistent in amount with past practice) in the ordinary course of business; (p) any material change in any of Company’s methods of accounting or accounting practice or policy, except as required by any changes in GAAP or applicable Law; (q) the entrance into any agreement the purpose or effect of which is to restrain, limit, or impede Purchaser’s ability to conduct the Business following the Closing; (r) the entrance into any other agreements, commitments or contracts which create liabilities other than in the ordinary course of business; (s) the authorization or commitment by Company to make any capital expenditures other than those capital expenditures incurred by Company in the ordinary course of business; (t) the cancellation or termination of any insurance policy covering the Assets other than in the ordinary course of business; or (xiiu) any cancellation the maintenance of Company’s books and records in a manner inconsistent with past business practices, except to be in compliance with GAAP or termination of a Material Contractapplicable Laws.

Absence of Changes. Since the Balance Sheet Date, except Except as set forth on Schedule 5.25in Section 2.9 of the Disclosure Schedule, since December 31, 1999, there has not been with respect to the COMPANY and the COMPANY's Subsidiaries: (i) any material adverse change or any event or circumstance (either singly development, which, individually or together with other such events, could reasonably be expected to result in a material adverse change, in the aggregate) which would constitute a Material Adverse Effect;business or condition of the Company. In addition, except as expressly contemplated hereby and except as disclosed in Section 2.9 of the Disclosure Schedule, there has not occurred since December 31, 1999: (ii) 2.9.1 any change in its authorized capitaldeclaration, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration setting aside or payment of any dividend or other distribution in respect of its capital stock the Purchased Interests (or other equity interests) of the Company or any direct or indirect redemption, purchase or other acquisition by the Company of any such Purchased Interests of its capital stock, except any declaration of dividends payable by any COMPANY Subsidiary to the COMPANYCompany; 2.9.2 any authorization, issuance, sale or other disposition by the Company of any ownership interest (or other equity interests), or any modification or amendment of any right of any holder of any outstanding ownership interest (or other equity interests) of the Company; (i) any increase in salary, rate of commissions or rate of consulting fees of any employee or consultant of the Company; (ii) any payment of consideration of any nature whatsoever (other than salary, commissions or consulting fees paid to any employee or consultant of the Company) to any officer, director, partner, owner, employee or consultant of the Company; (iii) any establishment or modification of (A) targets, goals, pools or similar provisions under any Benefit Plan, employment contract or other employee compensation arrangement or (B) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment contract or other employee compensation arrangement; or (iv) any increase adoption, entering into, amendment, modification or termination (partial or complete) of any Benefit Plan; 2.9.4 (i) incurrences by the Company of Indebtedness or (ii) any voluntary purchase, cancellation, prepayment or complete or partial discharge in advance of a scheduled payment date with respect to, or waiver of any right of the compensationCompany under, bonusany Indebtedness of or owing to the Company; 2.9.5 any physical damage, sales commissions destruction or fee arrangement payable other casualty loss (whether or to become payable not covered by it to insurance) affecting any of its respective officers, directors, stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) Assets of the Company in accordance with past practicean aggregate amount exceeding $10,000; (v) 2.9.6 any work interruptions, labor grievances write-off or claims filed, write-down of or any similar event determination to write off or condition of any character that would have a Material Adverse Effect; (vi) any distribution, sale or transfer, or any agreement to sell or transfer any material assets, property or rights of write down any of its respective business to any person, including, without limitation, the STOCKHOLDERS and their affiliatesAssets of the Company, other than distributions, sales write-offs and/or write-downs of accounts receivable or transfers inventory occurring in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ix) 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; 2.9.7 any purchase of any Assets of any Person or disposition of, or incurrence of a Lien on, any Company Assets, other than acquisitions or dispositions of inventory in the ordinary course of business by the Company consistent with past practice; 2.9.8 other than in the ordinary course of business, any entering into, amendment, modification, termination (xpartial or complete) or granting of a waiver under or giving any consent with respect to (i) any waiver Contract which is required (or had it been in effect on the date hereof would have been required) to be disclosed in the Disclosure Schedule pursuant to Section 2.18.1, (ii) any License held by the Company, or (iii) any intellectual property rights owned by the Company; 2.9.9 any capital expenditures or commitments for additions to property, plant or equipment of the Company constituting capital assets in an aggregate amount exceeding $10,000; 2.9.10 any commencement, termination or change by the Company of any line of business; 2.9.11 any transaction by the Company with any of its material rights officers, partners, owners, or claimsAffiliates, other than pursuant to a Contract or arrangement in effect on December 31, 1999 and disclosed to Purchaser pursuant to Section 2.18.1 or other than pursuant to any Contract of employment and listed pursuant to Section 2.18.1 of the Disclosure Schedule; (xi) 2.9.12 any entering into of an agreement to do or engage in any of the foregoing, including without limitation with respect to any merger, sale of substantially all assets or other business combination not otherwise restricted by the foregoing paragraphs; or 2.9.13 any change in the accounting methods or procedures of the Company or any other material transaction by it involving or material development affecting the Company outside the ordinary course of their respective businesses; or (xii) any cancellation or termination of a Material Contractbusiness.

Absence of Changes. Since From December 31, 1997 through the Balance Sheet Closing Date, except as set forth on Schedule 5.25, there has not been with respect been, to the COMPANY Knowledge of the Company, any material adverse change, or any event or development which, individually or together with other such events, could reasonably be expected to result in a material adverse change in the Business or Condition of the Company. None of the other representations or warranties set forth in this Agreement shall be deemed to limit the foregoing. In addition, without limiting the foregoing, except as expressly contemplated hereby and by the COMPANY's SubsidiariesOperative Agreements and except as disclosed, or as will be disclosed, in Section 3.9 of the Disclosure Schedule, there has not occurred since December 31, 1997: (a) (i) any event or circumstance (either singly or in the aggregate) which would constitute a Material Adverse Effect; (ii) any change in its authorized capitaldeclaration, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration setting aside or payment of any dividend or other distribution in respect of its the capital stock (or equity interests) of the Company or any Subsidiary, or (ii) any direct or indirect redemption, purchase or other acquisition by the Company or any Subsidiary of any capital stock (or equity interests) of its capital stockthe Company or any Subsidiary except consistent with the terms of this Agreement, except any declaration of dividends payable by any COMPANY Subsidiary to and the COMPANYOperative Agreements; (ivb) except for the execution, delivery and performance by the Company or any Subsidiary of this Agreement and the Operative Agreements, and the transactions contemplated hereby or thereby, (i) any change in the authorized or issued capital stock of the Company or any Subsidiary, or (ii) any issuance of either a right to acquire shares of or a security convertible into capital stock of the Company or any Subsidiary; (i) any increase in the compensationsalaries, bonuscommissions, sales commissions consulting fees, or fee arrangement other compensation payable or to become payable by it to any of its respective officers, directors, stockholders, employees, consultants consultants, directors or agents, except for ordinary and customary bonuses and salary increases for employees (other than officers of the STOCKHOLDERS) in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, Company or any similar event or condition of any character that would have a Material Adverse Effect; (vi) any distribution, sale or transfer, or any agreement to sell or transfer any material assets, property or rights of any of its respective business to any person, including, without limitation, the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers Subsidiary except in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practicepractices, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viiiii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any payment of its assets, property or rights or requiring consent consideration of any party nature whatsoever (other than salaries, commissions, consulting fees, bonuses or other compensation paid to any employees or consultants of the transfer and assignment Company or any Subsidiary) to any officer, director, stockholder, employee or consultant of the Company or any such assetsSubsidiary, property or rights; (ixiii) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire any property, rights or assets outside of other than in the ordinary course of business, any establishment or material modification of (A) targets, goals, pools or similar provisions under or (B) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment Contract or other employee compensation arrangement, or (iv) other than in the ordinary course of business, any adoption, entering into, material amendment, material modification or termination (partial or complete) of any Benefit Plan; (xi) incurrence by the Company or any Subsidiary of Indebtedness except in the ordinary course of business consistent with past practices or (ii) any waiver complete or partial discharge of any of its material rights Indebtedness owing to the Company or claimsany Subsidiary; (xie) any physical damage, destruction or other casualty loss (whether or not covered by insurance) affecting any of the real or personal property or equipment of the Company or any Subsidiary which may have a material adverse affect on the Business or Condition of the Company; (f) any write-off or write-down of the Assets and Properties of the Company or any Subsidiary in an aggregate amount exceeding $50,000; (g) any purchase of or disposition of any Assets and Properties in an aggregate amount exceeding $50,000, other than acquisitions or dispositions of inventory or tangible personal property in the ordinary course of business consistent with past practice and the terms of this Agreement, and the Operative Agreements; (h) any material amendment, waiver under or consent with respect to (i) any Contract which is required to be disclosed in the Disclosure Schedule, pursuant to Section 3.18(a), (ii) any License held by the Company or any Subsidiary or (iii) any Intellectual Property; (i) any capital expenditures or commitments for additions to property, plant or equipment of the Company or any Subsidiary constituting capital assets in an aggregate amount exceeding $50,000; (j) any commencement or termination by the Company or any Subsidiary of any line of business; (k) any transaction by it outside the ordinary course Company or any Subsidiary with any officer, director, stockholder, Affiliate or Associate of their respective businessesthe Company or any Subsidiary, other than pursuant to any Contract in effect on December 31, 1997 and disclosed to Buyer pursuant to Section 3.18(a)(viii) of the Disclosure Schedule or other than pursuant to any contract of employment and listed pursuant to Section 3.18(a)(i) of the Disclosure Schedule; or (xiil) any cancellation material change in the accounting methods or termination procedures of a Material Contractthe Company or any Subsidiary.

Absence of Changes. Since the Balance Sheet Date, except as set forth on Schedule 5.25, there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (i) any event or circumstance (either singly or material adverse change in the aggregate) which would constitute a Material Adverse Effect;financial condition, assets, liabilities (contingent or otherwise), income or business of the COMPANY; or (ii) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of the COMPANY; or (iii) any change in the authorized capital of the COMPANY or its outstanding securities or any change in its authorized capital, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments;; or (iiiiv) except as contemplated in Section 10.6, any declaration or payment of any dividend or distribution in respect of its the capital stock or any direct or indirect redemption, purchase or other acquisition of any of its the capital stock, except any declaration stock of dividends payable by any COMPANY Subsidiary to the COMPANY;; or (ivv) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it the COMPANY to any of its respective officers, directors, stockholdersSTOCKHOLDERS, NEWBURY STOCKHOLDERS, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice;; or (vvi) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effect;character, materially adversely affecting the business of the COMPANY; or (vivii) any distribution, sale or transfer, or any agreement to sell or transfer transfer, any material assets, property or rights of any of its respective business COMPANY to any person, including, without limitation, the STOCKHOLDERS and their affiliatesSTOCKHOLDERS, other than distributionsNEWBURY STOCKHOLDERS, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliates;any affiliate thereof; or (viiviii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to itthe COMPANY, including without limitation any indebtedness or obligation of any STOCKHOLDERS STOCKHOLDERS, NEWBURY STOCKHOLDERS, or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon;; or (viiiix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its the assets, property or rights of the COMPANY or requiring consent of any party to the transfer and assignment of any such assets, property or rights;; or (ixx) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of the ordinary course of the COMPANY's business;; or (xxi) any waiver of any of its material rights or claims; (xi) any transaction by it outside claims of the ordinary course of their respective businessesCOMPANY; or (xii) any material breach, amendment or termination of any contract, agreement, license, permit or other right to which the COMPANY is a party; or (xiii) any transaction by the COMPANY outside the ordinary course of its businesses; or (xiv) any cancellation or termination of a Material Contractmaterial contract with a customer or client prior to the scheduled termination date; or (xv) any other distribution of property or assets by the COMPANY; or (xvi) except as contemplated in Section 10.6, any incurrence, drawing, borrowing or deferral of or under any debt or credit arrangement so as to result in an aggregate amount of debt outstanding greater than as set forth in the COMPANY's Balance Sheet on the Balance Sheet Date.

Absence of Changes. Since the Balance Sheet Date, except as set forth on Schedule 5.25, there has not been with respect to the COMPANY and the COMPANY's Subsidiaries: (i) 3.20.1 any event or circumstance (either singly or in the aggregate) which would constitute a Material Adverse Effect; (ii) 3.20.2 any change in its authorized capital, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) 3.20.3 any declaration or payment of any dividend or distribution in respect of its capital stock or any direct or indirect redemption, purchase or other acquisition of any of its capital stock, except any declaration of dividends payable by any COMPANY Subsidiary to the COMPANY; (iv) 3.20.4 any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it to any of its respective officers, directors, stockholdersstockholder, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERSStockholder) in accordance with past practice; (v) 3.20.5 any work interruptions, labor grievances or claims filed, or any similar event or condition of any character character, nor has the COMPANY entered into any collective bargaining agreement that would have a Material Adverse Effect; (vi) 3.20.6 any distribution, sale or transfer, or any agreement to sell or transfer any material assets, property or rights of any of its respective business to any person, including, without limitation, the STOCKHOLDERS Stockholder and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS Stockholder and their affiliatesAffiliates; (vii) 3.20.7 any cancellation, or agreement to cancel, any indebtedness or other obligation owing to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS Stockholder or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 3.20.7 of the Disclosure Schedule unless specifically listed thereon; (viii) 3.20.8 any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ix) 3.20.9 any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire any property, rights or assets outside of the ordinary course Ordinary Course of businessBusiness; (x) 3.20.10 any waiver of any of its material rights or claims; (xi) 3.20.11 any transaction by it outside the ordinary course of their respective businesses; or; (xii) 3.20.12 any change, modification, cancellation or termination of a Material Contract; 3.20.13 any permitted the imposition of any security interest on any of the COMPANY's assets, tangible or intangible; 3.20.14 any delay or postponement the payment of any Liability outside the Ordinary Course of Business; 3.20.15 any material damage, destruction or loss (whether or not covered by insurance) to its property; 3.20.16 any change made or authorized in the article or bylaws of the COMPANY, other than as required herein; 3.20.17 any adoption, amendment, modification, or termination of any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees, or taken any such action with respect to any other Employee Benefit Plan, other than as contemplated herein; 3.20.18 any pledge to make any charitable contribution; or 3.20.19 any change in any method of accounting or accounting principle, estimate or practice.

Absence of Changes. Since the Balance Sheet Date, except as set forth on Schedule 5.25, there has not been with respect to the COMPANY and the COMPANY's Subsidiaries: (i) 3.20.1 any event or circumstance (either singly or in the aggregate) which would constitute a Material Adverse Effect; (ii) 3.20.2 any change in its authorized capital, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) 3.20.3 any declaration or payment of any dividend or distribution in respect of its capital stock or any direct or indirect redemption, purchase or other acquisition of any of its capital stock, except any declaration of dividends payable by any COMPANY Subsidiary to the COMPANY; (iv) 3.20.4 any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it to any of its respective officers, directors, stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERSStockholders) in accordance with past practice; (v) 3.20.5 any work interruptions, labor grievances or claims filed, or any similar event or condition of any character character, nor has the COMPANY entered into any collective bargaining agreement that would have a Material Adverse Effect; (vi) 3.20.6 any distribution, sale or transfer, or any agreement to sell or transfer any material assets, property or rights of any of its respective business to any person, including, without limitation, the STOCKHOLDERS Stockholders and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS Stockholders and their affiliatesAffiliates; (vii) 3.20.7 any cancellation, or agreement to cancel, any indebtedness or other obligation owing to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS Stockholders or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 3.20.7 of the Disclosure Schedule unless specifically listed thereon; (viii) 3.20.8 any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ix) 3.20.9 any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire any property, rights or assets outside of the ordinary course Ordinary Course of businessBusiness; (x) 3.20.10 any waiver of any of its material rights or claims; (xi) 3.20.11 any transaction by it outside the ordinary course of their respective businesses; or; (xii) 3.20.12 any change, modification, cancellation or termination of a Material Contract; 3.20.13 any permitted the imposition of any security interest on any of the COMPANY's assets, tangible or intangible; 3.20.14 any delay or postponement the payment of any Liability outside the Ordinary Course of Business; 3.20.15 any material damage, destruction or loss (whether or not covered by insurance) to its property; 3.20.16 any change made or authorized in the article or bylaws of the COMPANY, other than as required herein; 3.20.17 any adoption, amendment, modification, or termination of any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees, or taken any such action with respect to any other Employee Benefit Plan, other than as contemplated herein; 3.20.18 any pledge to make any charitable contribution; or 3.20.19 any change in any method of accounting or accounting principle, estimate or practice.

Absence of Changes. Since the Seller Balance Sheet Date, Seller has conducted its business in the ordinary course and, except as contemplated herein or as set forth on Schedule 5.25A.23, there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (ia) any event change that by itself or circumstance (either singly together with other changes, has had or in the aggregate) which would constitute is likely to have a Material Adverse Effect; (iib) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of Seller; (c) any change in the authorized capital of Seller or in its authorized capital, outstanding securities or securities outstanding, or any change in its ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iiid) other than distributions to enable Stockholders to pay taxes as permitted under Section 6.3(d) of the Agreement, any declaration declaration, promise of or payment of any dividend or distribution in respect of its the capital stock stock, or any direct or indirect redemption, purchase or other acquisition of any of its the capital stock, except any declaration stock of dividends payable by any COMPANY Subsidiary to the COMPANYSeller; (ive) any increase increase, or promise of an increase, in the compensation, bonus, sales commissions or fee arrangement arrangements payable or to become payable by it Seller to any of its respective officers, officers directors, stockholdersStockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (vf) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effectcharacter, materially adversely affecting the business or future customer prospects of Seller; (vig) any distribution, sale or transfer, or any agreement to sell or transfer transfer, any material assets, property or rights of any of its respective business Seller to any person, including, including without limitation, limitation the STOCKHOLDERS Stockholders and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliatesAffiliates; (viih) any cancellation, or agreement to cancel, any substantial indebtedness or other obligation owing to itSeller, including without limitation any indebtedness or obligation of any STOCKHOLDERS Stockholders or any affiliate Affiliate thereof, provided that it Seller may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viiii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its 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; ; 53 (ixj) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of the ordinary course of businessbusiness of Seller; (x) any waiver of any of its material rights or claims; (xi) any transaction by it outside the ordinary course of their respective businesses; or (xii) any cancellation or termination of a Material Contract.

Absence of Changes. Since the date of the Company Balance Sheet Date, Date except as contemplated by this Agreement or set forth on Schedule 5.253.23, there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (i) any event or circumstance (either singly or in the aggregate) which would constitute a Company Material Adverse EffectEffect with respect to the Company; (ii) any damage, destruction or loss (whether or not covered by insurance), alone or in the aggregate, materially adversely affecting the properties or business of the Company; (iii) any change in the authorized capital of the Company or its outstanding securities or any change in its authorized capital, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iiiiv) any declaration or payment of any dividend or distribution in respect of its the capital stock or any direct or indirect redemption, purchase or other acquisition of any of its the capital stock, except any declaration stock of dividends payable by any COMPANY Subsidiary to the COMPANYCompany; (ivv) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it the Company to any of its respective officers, directors, stockholdersCompany Stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effect; (vi) any distribution, sale or transfer, or any agreement to sell or transfer transfer, any material assets, property or rights of any Company outside of its respective the ordinary course of business to any personPerson, including, without limitation, the STOCKHOLDERS Company Stockholders or any Affiliate thereof; provided however, that nothing herein shall prohibit and their affiliates, other than distributions, sales or transfers Pentacon acknowledges that prior to the Closing certain assets which are described as "Extraneous Assets" in Schedules 3.23 and 5.11 will be transferred to the ordinary course of business to persons other than the STOCKHOLDERS and their affiliatesparties identified in such Schedules; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to itthe Company, including without limitation any indebtedness or obligation of any STOCKHOLDERS the Company Stockholders or any affiliate Affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ix) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of the ordinary course of the Company's business; (x) any waiver of any of its material rights or claimsclaims of the Company; (xi) any amendment or termination of any material contract of the Company; (xii) any transaction by it the Company outside the ordinary course of their respective businesses; orits business; (xiixiii) any cancellation or termination of a Material Contractmaterial customer contract with a customer or client prior to the scheduled termination date; or (xiv) any other distribution of property or assets by the Company other than in the ordinary course of business.

Absence of Changes. Since the Balance Sheet Date, except Except as set forth on Schedule 5.254.22, since the ------------------ Balance Sheet Date there has not been with respect to the COMPANY and the COMPANY's Subsidiariesany: (ia) any event or circumstance (either singly or in the aggregate) which would constitute a Material Adverse Effect; (ii) any change in its authorized capitalsale, or securities outstandingassignment, or ownership interests or any grant of any optionspledge, warrants, calls, conversion rights or commitments; (iii) any declaration or payment of any dividend or distribution in respect of its capital stock or any direct or indirect redemption, purchase hypothecation or other acquisition transfer of any of its capital stock, Seller's assets or properties except any declaration of dividends payable by any COMPANY Subsidiary to the COMPANY; (iv) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it to any of its respective officers, directors, stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effect; (vi) any distribution, sale or transfer, or any agreement to sell or transfer any material assets, property or rights of any of its respective business to any person, including, without limitation, the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ix) 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; (xb) Material Adverse Effect or any waiver of condition or contingency that might reasonably be expected to result in any of its material rights Material Adverse Effect on Seller or claimsthe Business; (xic) termination of or material amendment to any transaction Contract or Lease except as reflected by it outside any applicable Schedule; (d) increase in compensation payable or paid to, or any employment, bonus or compensation agreement entered into with, any officer, director, employee, agent or independent contractor of Seller other than in the ordinary course of their respective businessesbusiness or other than as set forth on Schedule 4.20; (e) declaration or making, or agreement to declare or make, any payment of dividends or distributions of any assets of any kind or purchase, redemption or other acquisition, or agreement to purchase, redeem or otherwise acquire, directly or indirectly, any of Seller's outstanding capital stock; or merger, consolidation or agreement to merge or consolidate with any other entity; (f) agreement or arrangement creating any preferential rights to purchase any of Seller's capital stock or Assets or requiring the consent of any party to the transfer or assignment of any of Seller's capital stock or Assets; (g) other than in the ordinary course of business, a change in the amount of all Accounts Receivable of Seller or other fees or debts due to Seller or the allowances with respect thereto, or the payables of Seller to trade accounts and other creditors by Seller, from that reflected in the Balance Sheet; (h) Contract or transaction entered into or agreed to by Seller other than in the ordinary course of business; or (xiii) agreement by Seller to do any cancellation or termination of a Material Contractthe things described in the preceding clauses (a) through (h) except as contemplated in this Agreement.

Absence of Changes. Since the Balance Sheet Date, except Except as set forth on Schedule 5.25in Section 3.22 of the Emerald Disclosure Schedule, since October 31, 2010 there has not been been: (a) any event having a Material Adverse Effect on the financial condition, assets, liabilities (contingent or otherwise), income or business of any Emerald Company (other than EWS with respect to the COMPANY and the COMPANY's Subsidiaries: (i) any event or circumstance (either singly or in the aggregate) which would constitute a Material Adverse Effectits Gulf Coast Business); (iib) any damage, destruction or loss (whether or not covered by insurance), change in zoning, or change in any law, rule, regulation, ordinance, or permit condition, materially adversely affecting the properties or business of any Emerald Company (other than EWS with respect to its Gulf Coast Business) with a value in excess of $50,000; (c) any change in its the authorized capitalor outstanding capital stock or limited liability company interests, or securities outstandingas applicable, or ownership interests of any Emerald Company or any grant of any options, warrants, calls, conversion rights or commitments; (iiid) any declaration or payment of any dividend or distribution in respect of its the capital stock or limited liability company interests, as applicable, or any direct or indirect redemption, purchase or other acquisition of any of its the capital stockstock or limited liability company interests, except as applicable, of any declaration of dividends payable by any COMPANY Subsidiary to the COMPANYEmerald Company; (ive) any bonus or increase in the compensation, bonussales commissions, sales commissions fringe benefits or fee arrangement arrangements payable or to that have become payable by it any Emerald Company (other than EWS with respect to its Gulf Coast Business) to any of its respective officers, directors, stockholders, employees, consultants or agents, except for ordinary agents or any change in the method by which sales commissions are calculated and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practicepaid; (vf) any work interruptions, labor grievances or claims filedfiled or, to the Knowledge of the Emerald Parties, any proposed law or regulation or any similar event or condition of any character character, that would could reasonably be expected to have a Material Adverse EffectEffect on the business or future prospects of the Emerald Companies (other than EWS with respect to its Gulf Coast Business); (vig) any distribution, sale or transfer, or any agreement to sell or transfer transfer, other than in the ordinary course of business, any material assets, property or rights of any of Emerald Company (other than EWS with respect to its respective business Gulf Coast Business) to any person, including, without limitation, the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliatesPerson; (viih) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to it, including without limitation any indebtedness or obligation Emerald Company (other than EWS with respect to its Gulf Coast Business) outside of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate and adjust bills in the ordinary course of good faith disputes with customers in a manner business consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereonpractices; (viiii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its the assets, property or rights of any Emerald Company (other than EWS with respect to its Gulf Coast Business) or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ixj) any purchase or acquisition ofacquisition, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of the ordinary course of businessany Emerald Company (other than EWS with respect to its Gulf Coast Business); (xk) any waiver of any of its material rights or claimsclaims of any Emerald Company (other than EWS with respect to its Gulf Coast Business); (xil) any breach, amendment, termination, notice of non-renewal or material changes in the terms and conditions of any material contract, agreement, license, permit or other right to which any Emerald Company (other than EWS with respect to its Gulf Coast Business) is a party that would reasonably be expected to have a Material Adverse Effect on any Emerald Company; (m) any transaction by it any Emerald Company (other than EWS with respect to its Gulf Coast Business) outside the ordinary course of their respective businessesits business; (n) any written notice of any claim, whether threatened or pending, for any material Taxes or notice of any material penalty or deficiency in respect of any Taxes that has been assessed against any Emerald Party and no other event has occurred that would be reasonably be expected to cause a material increase in the Tax reserves or effective Tax rate of any Emerald Company; or (xiio) any cancellation amendment to any Tax Returns, or termination any election made, any accounting method or fiscal year adopted, or any position taken in any Tax Returns relating to any of a Material Contractthe Emerald Parties that is inconsistent with any such election, accounting method, fiscal year or position previously made, adopted or taken with respect to any Emerald Party.

Absence of Changes. Since the Balance Sheet Date, except as set forth on Schedule 5.255.24, there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (i) any event or circumstance (either singly or change in the aggregate) financial condition, assets, liabilities (contingent or otherwise), income or business of Cama which would constitute has had a Material Adverse EffectEffect on Cama; (ii) any damage, destruction or loss (whether or not covered by insurance) which had or may have a Materially Adverse Effect on Cama; (iii) any change in the authorized capital of Cama or its outstanding securities or any change in its authorized capital, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitmentscommitments with respect to Cama's securities; (iiiiv) any declaration or payment of any dividend or distribution in respect of its the capital stock or any direct or indirect redemption, purchase or other acquisition of any of its the capital stock, except any declaration stock of Cama other than S corporation dividends payable by any COMPANY Subsidiary to the COMPANYconsistent with past practice; (ivv) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it Cama to any of its respective officers, directors, stockholdersshareholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (vvi) any work interruptions, labor grievances grievances, or claims filed, or any similar event or condition of any character that would which had or may have a Material Adverse EffectEffect on Cama; (vivii) any distribution, sale or transfer, or any agreement to sell or transfer transfer, any material assets, property or rights of any of its respective business Cama to any person, including, without limitation, the STOCKHOLDERS Shareholder and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their his affiliates; (viiviii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to itCama, including including, without limitation limitation, any indebtedness or obligation of any STOCKHOLDERS the Shareholder or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viiiix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its the assets, property property, or rights of Cama or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ixx) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of the ordinary course of Cama's business; (x) any waiver of any of its material rights or claims; (xi) any waiver of any material rights or claims of Cama; (xii) any breach, amendment, or termination of any material contract, agreement, license, permit or other right to which Cama is a party; (xiii) any transaction by it Cama outside the ordinary course of their respective businesses; orits business; (xiixiv) any cancellation or termination of a Material Contractmaterial contract with a customer or client; or (xv) any other distribution of property or assets by Cama.

Absence of Changes. Since the Balance Sheet Date, except as set forth on Schedule 5.25, there has not been with respect to the COMPANY and the COMPANY's Subsidiaries:been: ------------------ (ia) any event or circumstance (either singly or material adverse change in the aggregate) which would constitute a Material Adverse Effectfinancial condition, assets, liabilities (contingent or otherwise), income or business of the Company; (iib) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of the Company; (c) any change in the authorized capital of the Company or its authorized capital, or securities outstanding, or ownership interests outstanding or any grant by the Company of any options, warrants, calls, conversion rights or commitments; (iiid) any declaration or payment of any dividend or distribution in respect of its the capital stock or any direct or indirect redemption, purchase or other acquisition of any of its the capital stockstock of the Company, except any declaration of dividends payable as contemplated by any COMPANY Subsidiary to the COMPANYthis Agreement; (ive) any increase in the compensation, bonus, sales commissions commissions, fringe benefits or fee arrangement payable or to become payable by it the Company to any of its respective officers, directors, stockholdersshareholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than in the STOCKHOLDERS) in accordance ordinary course of business and consistent with past practice, or any change in the method by which sales commissions are calculated and paid; (vf) any work interruptions, labor grievances or claims filedfiled materially adversely affecting the business, or any similar event results of operation or condition (financial or otherwise) of any character that would have a Material Adverse Effectthe Company; (vig) any distribution, sale or transfer, or any agreement to sell or transfer transfer, any material assets, property or rights of any of its respective business the Company to any person, other than in the ordinary course of business including, without limitation, the STOCKHOLDERS Principal Shareholders, the Additional Founders and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their respective affiliates; (viih) any cancellation, or agreement to cancel, any material indebtedness or other obligation owing to itthe Company, including without limitation any indebtedness or obligation of any STOCKHOLDERS the Principal Shareholders, the Additional Founders or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viiii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rightsrights other than rights of SM&A; (ixj) any purchase or acquisition ofacquisition, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of assets, other than in the ordinary course of businessbusiness and consistent with past practice; (xk) any waiver of any of its material rights or claimsclaims of the Company, other than in the ordinary course of business and consistent with past practice and for fair value; (xil) any amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party, any breach by the Company of any such contract, agreement, license, permit or other right or, to the Knowledge of the Company, any breach by any other party to any such contract, agreement, license, permit or other right; (m) any transaction by it the Company outside the ordinary course of their respective businessesits business; or (xiin) any cancellation authorization, approval, agreement or termination commitment to do any of a Material Contractthe foregoing.

Absence of Changes. Since the Balance Sheet DateJanuary 31, except as set forth on Schedule 5.251998, there has not been any material adverse change, or any event or development which, individually or together with respect other such events, could reasonably be expected to result in a material adverse change, in the COMPANY Business or Condition of the Company. None of the other representations or warranties set forth in this Agreement shall be deemed to limit the foregoing. In addition, without limiting the foregoing, except as expressly contemplated hereby and by the COMPANY's SubsidiariesOperative Agreements and except as disclosed in Section 2.09 of the Disclosure Schedule, there has not occurred since January 31, 1998: (ia) any event or circumstance (either singly or in the aggregate) which would constitute a Material Adverse Effect; (ii) any change in its authorized capitaldeclaration, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration setting aside or payment of any dividend or other distribution in respect of its the capital stock (or other equity interests) of the Company or any Subsidiary, or any direct or indirect redemption, purchase or other acquisition by the Company or any Subsidiary of any such capital stock (or other equity interests) of its capital stock, except the Company or any declaration of dividends payable by any COMPANY Subsidiary to the COMPANYSubsidiary; (b) except for the execution, delivery and performance by the Company of the Operative Agreements to which it is a party, and the transactions contemplated thereby, any authorization, issuance, sale or other disposition by the Company or any Subsidiary of any shares of capital stock (or other equity interests) of the Company or any Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or other equity interests) of the Company or any Subsidiary; (i) any increase in excess of 10% of salary, rate of commissions or rate of consulting fees of any employee or consultant of the Company or any Subsidiary whose annual salary, commissions and consulting fees exceeds $50,000; (ii) any payment of any nature whatsoever (other than salary, commissions, consulting fees or directors' fees paid in the ordinary course to any employee consultant or director of the Company or any Subsidiary) to any officer, director, stockholder, employee or consultant of the Company or any Subsidiary; (iii) any establishment or modification of (A) targets, goals, pools or similar provisions under any Benefit Plan, employment Contract or other employee compensation arrangement or (B) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment Contract or other employee compensation arrangement; or (iv) any increase adoption, entering into, amendment, modification or termination (partial or complete) of any Benefit Plan; (d) except for payments to and borrowings under the Revolving Credit Facility in the compensationordinary course of business consistent with past practice (i) incurrences by the Company or any Subsidiary of Indebtedness or (ii) any voluntary purchase, bonuscancellation, sales commissions prepayment or fee arrangement payable complete or partial discharge in advance of a scheduled payment date with respect to, or waiver of any right of the Company or any Subsidiary under, any Indebtedness of or owing to become payable the Company or any Subsidiary; (e) any physical damage, destruction or other casualty loss (whether or not covered by it insurance) affecting any of the real or personal property or equipment of the Company or any Subsidiary in an amount exceeding $25,000 with respect to any single loss, or in an aggregate amount exceeding $100,000; (f) any theft, damage or other loss (whether or not covered by insurance) affecting any of its respective officersthe inventory of the Company or any Subsidiary in an amount exceeding $25,000 with respect to any single loss, directors, stockholders, employees, consultants or agents, except for in an aggregate amount exceeding $50,000; (g) any write-off or write-down of or any determination to write off or write down any of the Assets and Properties of the Company or any Subsidiary in an aggregate amount exceeding $50,000 otherwise than in the ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance course of business consistent with past practice; (vh) any work interruptions, labor grievances purchase of any Assets and Properties of any Person or claims fileddisposition of, or incurrence of a Lien (other than a Permitted Lien) on, any similar event or condition Assets and Properties of any character that would have a Material Adverse Effect; (vi) any distribution, sale or transfer, the Company or any agreement to sell or transfer any material assets, property or rights of any of its respective business to any person, including, without limitation, the STOCKHOLDERS and their affiliatesSubsidiary, other than distributions, sales acquisitions or transfers dispositions of inventory or equipment in the ordinary course of business to persons other than of the STOCKHOLDERS Company or any Subsidiary consistent with past practice and their affiliatesthe terms of this Agreement and the Operative Agreements; (viii) any cancellationentering into, amendment, modification, termination (partial or agreement complete) or granting of a waiver under or giving any consent with respect to cancel(i) any Contract which is required (or had it been in effect on the date hereof would have been required) to be disclosed in the Disclosure Schedule pursuant to Section 2.22(a), (ii) any indebtedness or other obligation owing to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS License held by the Company or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereonSubsidiary or (iii) any Intellectual Property; (viiij) any plancapital expenditures or commitments for additions to property, agreement plant or arrangement granting equipment of the Company or any preferential rights to purchase or acquire any interest Subsidiary constituting capital assets in any of its assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rightsan aggregate amount exceeding $50,000; (ixk) any purchase commencement, termination or acquisition of, change by the Company or agreement, plan or arrangement to purchase or acquire any property, rights or assets outside Subsidiary of the ordinary course any line of business; (x) any waiver of any of its material rights or claims; (xil) any transaction by it outside the ordinary course Company or any Subsidiary with any officer, director, stockholder or Affiliate of their respective businessesthe Company or any Subsidiary, other than pursuant to any Contract in effect on January 31, 1998 and disclosed to Purchaser pursuant to Section 2.22(a) or other than pursuant to any contract of employment listed pursuant to Section 2.19(a)(i) of the Disclosure Schedule; (m) any entering into of an agreement to do or engage in any of the foregoing, including without limitation with respect to any Business Combination not otherwise restricted by the foregoing paragraphs; or (xiin) any cancellation change in the Tax or termination accounting methods or procedures of a Material Contractthe Company or any Subsidiary.

Absence of Changes. Since January 1, 2004, the Balance Sheet DatePartnership has conducted its business in the ordinary course and, except as contemplated herein or as set forth on Schedule 5.253.29, there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (ia) any event change, by itself or circumstance (either singly together with other changes, that has, or would reasonably be expected to result in the aggregate) which would constitute a Material Adverse Effect; (iib) any damage, destruction or loss of property which would reasonably be expected to result in Material Adverse Effect; (c) any change in the authorized capital of the Partnership or in its authorized capital, outstanding securities or securities outstanding, or any change in its ownership interests or any grant of any options, warrants, calls, conversion rights or commitmentscommitments (except for the Pre-Closing Transfer); (iiid) other than a Permitted Distribution, any declaration or payment of any dividend or distribution in respect of its capital stock or any direct or indirect redemption, purchase or other acquisition of any of its capital stock, except any declaration of dividends payable by any COMPANY Subsidiary to ownership interests in the COMPANYPartnership; (ive) any increase in the compensation, bonus, sales commissions or fee arrangement arrangements payable or to become payable by it the Partnership to any of its respective officers, directors, stockholderspartners, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice, nor has the Partnership entered into or amended any Partnership Benefit Arrangement, Partnership Plan, employment, severance or other agreement relating to compensation or fringe benefits; (vf) any work interruptions, labor grievances or labor claims filed, or any similar event or condition condition, materially adversely affecting the business or future prospects of any character that would have a Material Adverse Effectthe Partnership; (vig) other than a Permitted Distribution, any distribution, sale or transfer, or any agreement to sell or transfer transfer, any material assets, assets property or rights (including, without limitation, any Partnership Intellectual Property) of any the Partnership having a value in excess of its respective business $25,000 to any personPerson, including, without limitation, the STOCKHOLDERS Partners and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliatesAffiliates; (viih) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to itthe Partnership, including including, without limitation limitation, any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereofthe Partners and their Affiliates, provided that it the Partnership may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viiii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its the assets, property or rights of the Partnership or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ixj) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of the ordinary course of businessbusiness of the Partnership; (xk) any waiver of any of its material rights or claimsclaims of the Partnership; (xil) any breach, amendment or termination of any Material Contract of the Partnership; (m) any transaction by it the Partnership outside the ordinary course of their respective businessesbusiness committing the Partnership to pay more than $25,000 in any one (1) year period; (n) any capital expenditure or commitment by the Partnership, either individually or in the aggregate, exceeding $25,000; (o) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Partnership or the revaluation by the Partnership of any of its assets; (p) any creation or assumption by the Partnership of any mortgage, pledge, security interest or lien or other encumbrance on any asset of the Partnership (other than liens arising under existing lease financing arrangements which are not material and liens for Taxes not yet due and payable); (q) any entry into, amendment of, relinquishment, termination or non- renewal by the Partnership of any contract, lease transaction, commitment or other right or obligation requiring aggregate payments by the Partnership in excess of $25,000 in any one (1) year period; (r) any loan by the Partnership to any Person or entity, incurring by the Partnership, of any indebtedness, guaranteeing by the Partnership of any indebtedness, issuance or sale of any debt securities of the Partnership or guaranteeing of any debt securities of others; (s) the commencement or notice or, to the Knowledge of the Partnership, threat of commencement, of any lawsuit or proceeding against, or investigation of, the Partnership or any of its affairs; (t) any discharge or satisfaction of any Lien or Encumbrance or payment of any obligation or liability having a value in excess of $15,000 other than current liabilities paid in the ordinary course of business; (u) any material charitable contribution or pledge; or (xiiv) any cancellation investment in or termination steps to incorporate any Subsidiary, or agreement by the Partnership or any partner or employee thereof to do any of a Material Contractthe things described in the preceding clauses (a) through (v).

Absence of Changes. Since the Balance Sheet Date, except as set forth on Schedule 5.25, there has not been with respect to the COMPANY and the COMPANY's SubsidiariesSeller: (i) any event or circumstance (either singly or in the aggregate) which would constitute a Material Adverse Effect; (ii) any change in its authorized capital, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments;. (iii) any declaration or payment of any dividend or distribution in respect of its capital stock or any direct or indirect redemption, purchase or other acquisition of any of its capital stock, except any declaration of dividends payable by any COMPANY Subsidiary to the COMPANY;Seller. (iv) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it to any of its respective officers, directors, stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effect; (vi) any distribution, sale or transfer, or any agreement to sell or transfer transfer, any material assets, property or rights of any of its respective business to any person, including, without limitation, the STOCKHOLDERS Shareholders and their affiliatesAffiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS Shareholders and their affiliatesAffiliates; (viivi) any cancellation, termination or agreement to cancelcancel or terminate any Contract, including any indebtedness or other obligation owing to it, including without limitation any indebtedness or obligation other than the negotiation and adjustment of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate and adjust bills customer invoices in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viiivii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ix) 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; (xviii) any waiver of any of its material rights or claims; (xiix) any transaction by it the Seller outside the ordinary course of their its respective businesses; or (xiix) any cancellation change in the accounting methods or termination of a Material Contractpractices followed by the Seller, except (a) as required by GAAP and disclosed on the Disclosure Schedule or (b) as reflected on the Preliminary Closing Balance Sheet.

Absence of Changes. Since the Balance Sheet Date, except Except as set forth on Schedule 5.254.22, since the ------------------ Unaudited Financial Statement Date, there has not been with respect to the COMPANY and the COMPANY's Subsidiariesany: (ia) any event or circumstance (either singly or in the aggregate) which would constitute a Material Adverse Effect; (ii) any change in its authorized capitalsale, or securities outstandingassignment, or ownership interests or any grant of any optionspledge, warrants, calls, conversion rights or commitments; (iii) any declaration or payment of any dividend or distribution in respect of its capital stock or any direct or indirect redemption, purchase hypothecation or other acquisition transfer of any of its capital stock, Seller's assets or properties except any declaration of dividends payable by any COMPANY Subsidiary to the COMPANY; (iv) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it to any of its respective officers, directors, stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effect; (vi) any distribution, sale or transfer, or any agreement to sell or transfer any material assets, property or rights of any of its respective business to any person, including, without limitation, the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ix) 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; (xb) Material Adverse Effect or any waiver of condition or contingency that might reasonably be expected to result in any of its material rights Material Adverse Effect on Seller or claimsthe Business; (xic) termination of or material amendment to any transaction Contract or Lease except as reflected by it outside any applicable Schedule; (d) increase in compensation payable or paid to, or any employment, bonus or compensation agreement entered into with, any officer, director, employee, agent or independent contractor of Seller other than in the ordinary course of their respective businessesbusiness or other than as set forth on Schedule 4.20; (e) declaration or making, or agreement to declare or make, any payment of dividends or distributions of any assets of any kind or purchase, redemption or other acquisition, or agreement to purchase, redeem or otherwise acquire, directly or indirectly, any of Seller's outstanding capital stock; or merger, consolidation or agreement to merge or consolidate with any other entity; (f) agreement or arrangement creating any preferential rights to purchase any of Seller's capital stock or Assets or requiring the consent of any party to the transfer or assignment of any of Seller's capital stock or Assets; (g) other than in the ordinary course of business, a change in the amount of all Accounts Receivable of Seller or other fees or debts due to Seller or the allowances with respect thereto, or the payables of Seller to trade accounts and other creditors by Seller, from that reflected in the Unaudited Financial Statements; (h) Contract or transaction entered into or agreed to by Seller other than in the ordinary course of business; or (xiii) agreement by Seller to do any cancellation or termination of a Material Contractthe things described in the preceding clauses (a) through (h) except as contemplated in this Agreement.

Absence of Changes. Since the Balance Sheet DateJune 27, 1998, except as set forth on in Schedule 5.254.9 and excluding the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, there has not been any event or development which, individually or together with respect other such events and developments, has had or could reasonably be expected to have a material adverse effect on the COMPANY Business or Condition of the Company. In addition, without limiting the foregoing, except as disclosed in the corresponding subsection of Schedule 4.9 and excluding the execution and delivery of this Agreement and the COMPANY's Subsidiariesconsummation of the transactions contemplated hereby to occur on the Closing Date, during the period from and including June 27, 1998 (or, in the case of subparagraph (a) below, May 2, 1998) through and including the date hereof, none of the Combined Companies has: (i) declared, set aside or paid any event dividend or circumstance other distribution in respect of the capital stock of or other equity interests in any of the Combined Companies, or (either singly ii) directly or indirectly redeemed, purchased or otherwise acquired any such capital stock or other equity interests; (b) authorized, issued, sold or otherwise disposed of, or granted any Option with respect to, any shares of capital stock of or other equity interests in any of the Combined Companies, or modified or amended any right of any holder of any outstanding shares of capital stock of or other equity interests in or Option with respect to any of the Combined Companies; (c) other than pursuant to the terms of the existing employment contracts listed in Schedule 4.18(a): (i) increased salary, wages or other compensation (including any bonuses, commissions and any other payments) of any officer, employee or consultant of any of the Combined Companies whose annual salary, wages and other compensation is, or after giving effect to such change would be, in the aggregate, $100,000 or more per annum; (ii) established or modified (A) targets, goals, pools or similar provisions under any Benefit Plan, employment Contract or other employee compensation arrangement or (B) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment Contract or other employee compensation arrangement; or (iii) adopted, entered into, amended in any material respect, modified in any material respect, or terminated (in whole or in part) any Benefit Plan; (d) other than Liabilities under surety bonds and trade payables incurred in the ordinary course of business, (i) incurred any Indebtedness (other than Indebtedness which, for the Combined Companies taken as a whole, does not exceed $50,000 in aggregate principal amount), (ii) made or agreed to make any loans to any Person (iii) incurred any Liability under or in respect of any surety bond, or (iv) made or agreed to make any voluntary purchase, cancellation, prepayment or complete or partial discharge in advance of a scheduled payment date with respect to, or waived any material right of any of the Combined Companies under, any Indebtedness of or owing to any of the Combined Companies; (e) suffered any physical damage, destruction or other casualty loss (whether or not covered by insurance) materially and adversely affecting the real property, personal property, equipment or other tangible Assets and Properties of the Combined Companies, taken as a whole; (f) failed to pay or satisfy when due any obligation of the Combined Companies, except for any such failures which, individually or in the aggregate) which , would constitute not have a Material Adverse Effectmaterial adverse effect on the Business or Condition of the Company; (iig) acquired any change in its authorized capitalbusiness or material amount of Assets and Properties of any Person (whether by merger, consolidation or otherwise) or leased or otherwise disposed of, or securities outstandingincurred a Lien (other than a Permitted Lien) on, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration or payment of any dividend or distribution in respect of its capital stock or any direct or indirect redemption, purchase or other acquisition Assets and Properties of any of its capital stockthe Combined Companies, except any declaration in each case, other than acquisitions or dispositions of dividends payable by any COMPANY Subsidiary to the COMPANY; (iv) any increase inventory and equipment in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it to any ordinary course of its respective officers, directors, stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance business consistent with past practice; (vh) entered into any work interruptionsContract described in clause (vi)(A), labor grievances (vi)(B) or claims filed, or any similar event or condition (vi)(C) of any character that would have a Material Adverse Effect; (vi) any distribution, sale or transfer, or any agreement to sell or transfer any material assets, property or rights of any of its respective business to any person, including, without limitation, the STOCKHOLDERS and their affiliatesSection 4.18(a), other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, providedor terminated (in whole or in part), further, that such adjustments shall not be deemed granted a waiver under or given any consent with respect to (i) any Contract which is required (or had it been in effect on the date hereof would have been required) to be included disclosed in Schedule 5.11 unless specifically 4.15(a) or Schedule 4.18(a), (ii) any Permit held by the Company or any Subsidiary thereof or (iii) any Intellectual Property listed thereonin Schedule 4.17(a); (viiii) commenced any plannew line of business or (except for the acquisition by the Company of all the issued and outstanding shares of capital stock of GAC on September 15, agreement or arrangement granting any preferential rights 1998, pursuant to purchase or acquire any interest that certain Stock Purchase Agreement dated as of September 15, 1998 by and between the Company, S. Block, J. Block and G. Block) engaged in any of its assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rightsBusiness Combination; (ixj) entered into any purchase Contract with any shareholder, partner, member or acquisition of, or agreement, plan or arrangement to purchase or acquire Affiliate of any property, rights or assets outside of the ordinary course of businessCombined Companies, other than any such Contract disclosed to the Purchaser in Schedule 4.18(a); (xk) other than the June 27 Inventory Charge, made any waiver material change in the accounting methods or procedures of any of its material rights or claims; (xi) any transaction by it outside the ordinary course of their respective businessesCombined Companies; or (xiil) entered into any cancellation agreement to do or termination engage in any of a Material Contractthe foregoing.

Absence of Changes. (a) Since the date of the Balance Sheet Date, except as set forth on Schedule 5.25through the date of this Agreement, there has not been with respect occurred any event, change, action, failure to the COMPANY and the COMPANY's Subsidiaries: (i) any event act or circumstance (either singly transaction that, individually or in the aggregate) which , has had or would constitute be reasonably expected to have, a Material Adverse Effect;. (iib) any change in its authorized capital, or securities outstanding, or ownership interests Except as expressly contemplated by this Agreement or any grant COVID-19 Measures, since the date of any options, warrants, calls, conversion rights or commitments; (iii) any declaration or payment the Balance Sheet through the date of any dividend or distribution in respect of its capital stock or any direct or indirect redemption, purchase or other acquisition of any of its capital stock, except any declaration of dividends payable by any COMPANY Subsidiary to the COMPANY; (iv) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it to any of its respective officers, directors, stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effect; (vi) any distribution, sale or transfer, or any agreement to sell or transfer any material assets, property or rights of any of its respective business to any person, including, without limitationthis Agreement, the STOCKHOLDERS Company and its Subsidiaries have operated their affiliates, other than distributions, sales or transfers respective businesses in all material respects in the ordinary course of business (except for discussions, negotiations and transactions related to persons this Agreement or other than potential strategic transactions) and during such period the STOCKHOLDERS Company and their affiliatesits Subsidiaries have not: (i) effected any recapitalization, reclassification, distribution, equity split or like change in its capitalization; (viiii) subjected any cancellationmaterial portion of its properties or assets to any material Encumbrances, or agreement to cancel, any indebtedness or other obligation owing to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereonexcept for Permitted Encumbrances; (viiiiii) sold, assigned or transferred any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any material portion of its tangible assets, property except in the ordinary course of business and except for sales of obsolete assets or rights assets with de minimis or requiring consent of any party to the transfer and assignment of any such assets, property or rightsno book value; (ixiv) sold, assigned, transferred or licensed any purchase or acquisition ofmaterial Intellectual Property Rights, or agreement, plan or arrangement to purchase or acquire any property, rights or assets outside of except in the ordinary course of business; (xv) any waiver except as required pursuant to the terms of any Company Equity Plan in effect as of the date of the Balance Sheet, (A) granted to any director of the Company or any employee of the Company or its material rights Subsidiaries who receives a total annual base salary that equals or claims; exceeds $200,000 any increase in compensation, (xiB) granted to any transaction by it outside director, employee or individual service provider of the Company or its Subsidiaries any increase in severance or termination pay or (C) entered into any employment, consulting, severance or termination agreement with any director, or any employee, other than offer letters entered into in the ordinary course of their respective businessesbusiness with employees with total annual base salary less than $200,000 or as disclosed in the Company SEC Documents; (vi) made any change in accounting methods, principles or practices (other than any immaterial change thereto), except as may have been required (A) by GAAP (or any authoritative interpretation thereof), including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization or (B) by Legal Requirement, including Regulation S-X promulgated under the Securities Act, in each case, as agreed to by the Company’s independent public accountants; (vii) made any material acquisition, in a single transaction or a series of related transactions, of any business or any corporation, partnership, limited liability company, joint venture, association or other business organization or division thereof or any other Person (other than the Company), whether by merger, consolidation, purchase of a substantial equity interest in or a substantial portion of the assets of such Person or by any other similar manner; (viii) made any material capital investment in, or any material loan to, any other Person, except in the ordinary course of business or pursuant to any existing agreement or budget; or (xiiix) any cancellation or termination of a Material Contractamended its organizational documents.

Absence of Changes. (a) Since the Balance Sheet Date, except as set forth on Schedule 5.25SCHEDULE 5.25 or as otherwise contemplated hereby, there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (i) any event or circumstance (either singly or Material Adverse Change in the aggregate) which would constitute a Material Adverse EffectCompany; (ii) any damage, destruction or casualty loss (whether or not covered by insurance), alone or in the aggregate, which has caused a Material Adverse Effect on the Company; (iii) any change in the authorized capital of the Company or its outstanding securities or any change in its authorized capital, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iiiiv) any declaration or payment of any dividend or distribution in respect of its the capital stock or any direct or indirect redemption, purchase or other acquisition of any of its the capital stock, stock of the Company except any declaration of dividends payable by any COMPANY Subsidiary to for distributions that would have been permitted after the COMPANY;date hereof under Section 7.3(iii) hereof, (ivv) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it the Company to any of its respective officers, directors, stockholdersStockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (vvi) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have character, which has caused a Material Adverse EffectEffect on the Company; (vivii) any distribution, sale or transfer, or any agreement to sell or transfer transfer, any material assets, property or rights of any of its respective business the Company to any person, including, without limitation, the STOCKHOLDERS Stockholders and their affiliates, other than distributions, sales except inventory sold or transfers transferred in the ordinary course Ordinary Course of business to persons other than the STOCKHOLDERS and their affiliatesBusiness; (viiviii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to itthe Company, including without limitation any indebtedness or obligation of any STOCKHOLDERS Stockholders or any affiliate Affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viiiix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its the material assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ixx) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of the ordinary course Ordinary Course of business; (x) any waiver of any of its material rights or claimsBusiness; (xi) any transaction by it outside waiver of any material rights or claims of the ordinary course of their respective businesses; orCompany; (xii) any amendment or termination of any Material Document to which the Company is a party; (xiii) any transaction by the Company outside the Ordinary Course of Business; (xiv) any cancellation or termination of a Material Contractmaterial contract with a customer or client listed on SCHEDULE 5.15 prior to the scheduled termination date thereof; or (xv) any other distribution of property or assets by the Company other than in the Ordinary Course of Business, other than distributions of nonoperating assets specifically identified on SCHEDULE 5.25 and other than distributions of real estate and other assets as permitted by this Agreement (including Annex I and the Schedules hereto).

Absence of Changes. Since the Balance Sheet Date, except Except as set forth scheduled on Schedule 5.252.6 and as may be reflected in this Agreement or the other Schedules hereto since September 1 St, 1999, there has not been with respect to the COMPANY and the COMPANY's Subsidiaries: (i) any event or circumstance (either singly material adverse changes in the financial condition or in the aggregate) which would constitute a Material Adverse Effect; operations, business, prospects, properties or assets of the Companies; (ii) any change in its authorized capitalmaterial damages, destruction or securities outstandingloss to any of the properties or assets of the Companies, whether or ownership interests not covered by insurance, which might adversely affect or any grant impair the ability of any options, warrants, calls, conversion rights or commitments; the Companies to conduct their business; (iii) any declaration labor trouble or any event or condition of any character related thereto which may materially and adversely affect the business of the Companies'; (iv) any declaration, setting aside or payment of any dividend or any distribution in with respect of its to the capital stock of the Companies; (v) any contingent liability incurred by either of the Companies as a guarantor or otherwise with respect to the obligations of others; (vi) any mortgage, encumbrance or lien placed upon any of the properties of the Companies and which remains in existence on the date of this Agreement or on the Closing Date; (vii) any purchase, sale or other disposition or any direct other agreement for the purchase, sale or indirect redemption, purchase or other acquisition disposition of any of its capital stock, the properties or assets of the Companies except any declaration in the ordinary course of dividends payable by any COMPANY Subsidiary to the COMPANY; business; (ivviii) any increase change in the compensation, bonus, sales commissions or fee arrangement compensation in excess of ten percent (10%) per annum payable or to become payable by it the Companies to any of its respective officers, directors, stockholders, employees, consultants employees or agents, or any bonus, payment or arrangement with respect to any of such officers, employees or agents; (ix) any payment to either Seller in the form of salary or other compensation; (x) any expense allowance paid to any person whether in the form of advance or loan except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (v) any work interruptions, labor grievances reimbursement of expenses previously incurred or claims filed, or any similar event or condition of any character that would have a Material Adverse Effect; (vi) any distribution, sale or transfer, or any agreement to sell or transfer any material assets, property or rights of any of its respective business to any person, including, without limitation, the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers reasonable expenses incurred in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ix) 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; (x) any waiver of any of its material rights or claims; (xi) any transaction by it outside the ordinary course of their respective businesses; or (xii) any cancellation or termination of a Material Contract.

Absence of Changes. Since Except for the Balance Sheet Datecommencement of the Reorganization Cases, except or as set forth on Schedule 5.25in Section 2I of the Disclosure Letter, since June 30, 2003, there has not been with respect to any Material Adverse Change. Without limiting the COMPANY foregoing, except as expressly contemplated hereby and by the COMPANY's SubsidiariesOperative Agreements or the Reorganization Plan and except as disclosed in Section 2I of the Disclosure Letter, there has not occurred since June 30, 2003 any of the following actions: (i) any event or circumstance (either singly or in the aggregate) which would constitute a Material Adverse Effect; (ii) any change in its authorized capitaldeclaration, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration setting aside or payment of any dividend or other distribution in respect of its the capital stock (or equity interests) of the Company or any Subsidiary (other than dividends or distributions by a Subsidiary to the Company), or any direct or indirect redemption, purchase or other acquisition by the Company or any Subsidiary of any such capital stock (or equity interests) of its capital stockthe Company or any Subsidiary; (ii) except for the execution, delivery and performance by the Company of this Agreement and the Operative Agreements, except for the consummation of the Transactions and except as expressly described in the Reorganization Plan, any declaration authorization, issuance, sale or other disposition by the Company or any Subsidiary of dividends payable by any COMPANY Subsidiary shares of capital stock (or equity interests) of the Company or any Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or equity interests) of the Company or any Subsidiary; (iii) other than in the ordinary course of business consistent with past practice: (a) any increase of salary, rate of commissions or rate of consulting fees of any current or former officer, director, equityholder, employee or consultant of the Company or any Subsidiary; (b) any payment of consideration of any nature whatsoever (other than salary, commissions or directors or consulting fees) to any current or former officer, director, equityholder, employee or consultant of the COMPANYCompany or any Subsidiary; or (c) any adoption, entering into, amendment, modification or termination (partial or complete) of any Benefit Plan; (iv) (a) any increase in incurrence by the compensation, bonus, sales commissions Company or fee arrangement payable or to become payable by it to any Subsidiary of its respective officers, directors, stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees Indebtedness (other than incurrences of Indebtedness in the STOCKHOLDERSordinary course of business in an amount not exceeding $500,000 at any one time outstanding and incurrences of Indebtedness under the Company’s revolving credit facility prior to July 20, 2003) or (b) any voluntary purchase, cancellation, prepayment or complete or partial discharge in accordance advance of a scheduled payment date with respect to, or waiver of any right of the Company or any Subsidiary under, any Indebtedness of (except pursuant to the Reorganization Plan or Order of the Bankruptcy Court) or owing to the Company or any Subsidiary; (v) any material physical damage, destruction or other casualty loss (whether or not covered by insurance) affecting any of the real or personal property or equipment of the Company or any Subsidiary in an aggregate amount exceeding $50,000; (vi) any purchase of any Assets and Properties of any Person by the Company or any Subsidiary or disposition of, or incurrence of a Lien (other than a Permitted Lien) on, any Assets and Properties of the Company or any Subsidiary, other than in the ordinary course of business of the Company or any Subsidiary consistent with past practice and the terms of this Agreement; (vii) any amendment, modification, termination (partial or complete) or granting of a waiver under or giving any consent with respect to (a) any Contract which is required (or had it been in effect on the date hereof would have been required) to be disclosed in Section 2R of the Disclosure Letter), (b) any License held by the Company or any Subsidiary or (c) any Company Intellectual Property; (viii) any capital expenditures or commitments for additions to property, plant or equipment of the Company or any Subsidiary constituting capital assets in an aggregate amount exceeding $500,000; (ix) any change in the accounting or Tax methods or procedures of the Company or any Subsidiary or any other transaction involving or development adversely affecting in any material respect the Company or any Subsidiary outside the ordinary course of business consistent with past practice; (vx) the entering into of any work interruptions, labor grievances settlement by the Company or claims filed, its Subsidiaries of any material litigation affecting the Company or any similar event or condition Subsidiary thereof; or (xi) the entering into of any character that would have a Material Adverse Effect; (vi) any distribution, sale or transfer, agreement or any agreement commitment to sell or transfer any material assets, property or rights of do any of its respective business to any personthe foregoing, including, without limitation, with respect to any Business Combination not otherwise restricted by the STOCKHOLDERS and their affiliatesforegoing paragraphs, other than distributionsexcept as expressly contemplated by this Agreement, sales the Operative Agreements or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ix) 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; (x) any waiver of any of its material rights or claims; (xi) any transaction by it outside the ordinary course of their respective businesses; or (xii) any cancellation or termination of a Material ContractReorganization Plan.

Absence of Changes. Since the Balance Sheet Date, the Partnership has conducted its business in the ordinary course and, except as contemplated herein or as set forth on Schedule 5.25, there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (ia) any event or circumstance (either singly or material adverse change in the aggregate) which would constitute a Material Adverse Effectfinancial condition, assets, liabilities (contingent or otherwise), income or business of the Partnership; (iib) any damage, destruction or loss (whether or not covered by insurance) adversely affecting the properties or business of the Partnership; (c) any change in its the ownership interests of the Partnership or any grant of any options, rights or commitments; any change in the authorized capital, capital of any Partner or in any Partner's outstanding securities outstanding, or any change in any Partner's ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iiid) any declaration or payment of any dividend or distribution in respect of its capital stock the ownership interests of the Partnership, or any direct or indirect redemption, purchase or other acquisition of any of its capital stock, except any declaration ownership interests of dividends payable by any COMPANY Subsidiary to the COMPANYPartnership; (ive) any increase in the compensation, bonus, sales commissions or fee arrangement arrangements payable or to become payable by it the Partnership to any of its respective Partners, officers, directors, stockholders, employees, consultants or agents, or the Stockholders, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (vf) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have character, which has had a Material Adverse Effect; (vig) any distribution, sale or transfer, or any agreement to sell or transfer transfer, any material assets, assets property or rights of any of its respective business the Partnership to any person, including, including without limitationlimitation the Partners, the STOCKHOLDERS Stockholders and their affiliates, other than distributions, affiliates (except for sales or transfers of inventory in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliatesbusiness); (viih) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to itthe Partnership, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereofthe Partners, the Stockholders and their affiliates, provided that it the Partnership may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viiii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its the assets, property or rights of the Partnership or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ixj) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of the ordinary course of businessbusiness of the Partnership; (xk) any waiver of any of its material rights or claims; claims of the Partnership; (xil) any transaction by it outside the ordinary course of their respective businesses; or (xii) any cancellation breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Partnership is a Material Contract.party;

Absence of Changes. Since Except as disclosed in Section 4.09 of the Balance Sheet DateDisclosure Schedule, since the Financial Statement Date there has not been any Business Material Adverse Effect or, to the Knowledge of Seller, any event or development which, individually or together with other such events or developments, could reasonably be expected to result in a Business Material Adverse Effect. None of the other representations or warranties set forth in this Agreement shall be deemed to limit the foregoing. In addition, without limiting the foregoing, except as set forth on Schedule 5.25expressly contemplated hereby and by the Operative Agreements and except as disclosed in Section 4.09 of the Disclosure Schedule, there has not been with respect to occurred since the COMPANY and the COMPANY's SubsidiariesFinancial Statement Date: (ia) any event authorization, issuance, sale or circumstance other disposition by any Business Subsidiary of any shares of capital stock (either singly or in the aggregateequity interests) which would constitute a Material Adverse Effectof such Business Subsidiary, or any modification or amendment of any right of any holder of any outstanding shares of capital stock (or equity interests) of such Business Subsidiary; (b) any increase greater than that permitted by an Asset Seller’s or Business Subsidiary’s applicable merit increase program provided to the Purchaser prior to the date hereof in salary, rate of commissions or rate of consulting fees of any current or former officer, director, stockholder, Executive Employee or consultant of such Business Subsidiary or the Business; (ii) any change in its authorized capital, or securities outstanding, or ownership interests or any grant payment of consideration of any optionsnature whatsoever (other than salary, warrantsbonuses, callsincentive plan payments, conversion rights commissions or commitments; consulting fees paid to any current or former officer, director, stockholder, employee or consultant of any Business Subsidiary or the Business) to any current or former officer, director, stockholder, employee or consultant of any Business Subsidiary or the Business; (iii) any declaration establishment or payment modification of (A) targets, goals, pools or similar provisions under any dividend or distribution in respect of its capital stock or any direct or indirect redemptionBenefit Plan, purchase or other acquisition of any of its capital stock, except any declaration of dividends payable by any COMPANY Subsidiary to the COMPANY;employment (iv) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it to any of its respective officers, directors, stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effect; (vi) any distribution, sale or transfer, or any agreement to sell or transfer any material assets, property or rights of any of its respective business to any person, including, without limitation, the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ix) 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; (x) any waiver of any of its material rights or claims; (xi) any transaction by it outside the ordinary course of their respective businesses; or (xii) any cancellation or termination of a Material Contract1- NY/2171027.

Absence of Changes. (a) Since the Balance Sheet Date, the Seller has conducted its operations in the ordinary course of business and, except as set forth on Schedule 5.252.21, there has have not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (i) any event or circumstance (either singly or material adverse change in the aggregate) which would constitute a Material Adverse EffectBusinesses, any of the Assets, or financial condition of the Seller except in the ordinary course of business; (ii) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting any of the Assets or the Businesses; except in the ordinary course of business. (iii) any change in the authorized capital of Seller or its outstanding securities or any change in its authorized capital, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iiiiv) any declaration or payment of any dividend or distribution in respect of its the capital stock or any direct or indirect redemption, purchase or other acquisition of any of its the capital stockstock of Seller, except any declaration distribution of dividends payable by any COMPANY Subsidiary to the COMPANYExcess Current Assets; (ivv) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it Seller to any of its respective officers, directors, stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance those that are normal, customary and consistent with past practicepractices or as set forth on Schedule 2.15; (vvi) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effectcharacter, materially adversely affecting the Business of the Seller; (vivii) any distribution, sale or transfer, or any agreement to sell or transfer transfer, any material assets, property or rights of any of its respective business the Seller to any person, including, without limitation, the STOCKHOLDERS and their affiliates, other than distributions, sales to Xxx or transfers his affiliates except in the ordinary course case of business to persons other than the STOCKHOLDERS and their affiliatesbusiness; (viiviii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to itSeller, including without limitation any indebtedness or obligation of any STOCKHOLDERS stockholder of a Seller or any affiliate thereof, provided that it may negotiate and adjust bills thereof except in the ordinary course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereonbusiness; (viiiix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its 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; (ixx) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of the ordinary course of business; (xxi) any waiver of any of its material rights or claimsclaims of Seller; (xixii) any amendment or termination of any material contract, agreement, license, permit or other right to which Seller is a party; (xiii) any transaction by it Seller outside the ordinary course of their respective businesses; orits business; (xiixiv) any cancellation or termination of a Material Contractmaterial contract with a customer or client of Seller prior to the scheduled termination date; or (xv) any distribution of property or assets by the Seller (except as permitted by Section 1.3 above). (b) On the date hereof and at the Closing, the Assets are and will be of greater or the same value as such Assets reflected on the Interim Financial Statements except as adjusted in computing and paying Excess Current Assets.

Absence of Changes. Since the Balance Sheet Date, except as set forth on Schedule 5.25, 5.30 there has not been with respect to the COMPANY and the COMPANY's Subsidiaries: (i) any event or circumstance (either singly or in the aggregate) which would constitute a Material Adverse Effect; (ii) any change in its authorized capital, or in its securities outstanding, or any change in its ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration or payment of any dividend or distribution in respect of its capital stock or any direct or indirect redemption, purchase or other acquisition of any of its capital stock, except any declaration of dividends payable by any COMPANY Subsidiary to the COMPANY; (iv) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it to any of its respective officers, directors, stockholders, employees, consultants consultant or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effect; (vi) any distribution, sale or transfer, or any agreement to sell or transfer transfer, any material assets, property or rights of any of its respective business businesses to any person, including, without limitation, the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate and adjust bills -40- 48 in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 5.10 unless specifically listed thereon; (viii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ix) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of the ordinary course of business; (x) any waiver of any of its material rights or claims; (xi) any cancellation or termination of a Material Contract; (xii) any other distribution of property or assets by the Company outside the ordinary course of its business; or (xiii) any transaction by it outside the ordinary course of their respective businesses; or (xii) any cancellation or termination of a Material Contractits business.

Absence of Changes. Since the Balance Sheet Date, except as set forth on Schedule 5.25in SCHEDULE 4.20, each the Company and Western has conducted its operations in the ordinary course and there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (ia) any event material adverse change in the business, operations, properties, condition (financial or circumstance other), assets, liabilities (either singly contingent or otherwise), results or prospects of the Company or Western; (b) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of the Company or Western, individually or in the aggregate) which would constitute a Material Adverse Effect; (iic) any change in its the authorized capital, or securities outstanding, capital stock of the Company or ownership interests of Western or in its outstanding securities or any change in the Stockholders' ownership interests in the Company or Western or any grant of any options, warrants, calls, conversion rights or commitments; (iiid) any declaration or payment of any dividend or distribution in respect of its the capital stock or ownership interests or any direct or indirect redemption, purchase or other acquisition of any of its the capital stock, except any declaration stock of dividends payable by any COMPANY Subsidiary to the COMPANYCompany or ownership interest in Western; (ive) any increase in the compensation, bonus, sales commissions or fee arrangement compensation payable or to become payable by it the Company or Western to the Stockholders or any of its respective officers, directors, stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice, which bonuses and salary increases are set forth in SCHEDULE 4.20; (vf) any significant work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effect; (vig) any distribution, sale or transfer, or any agreement to sell or transfer transfer, any material assets, property properties or rights of any of its respective business the Company or Western to any person, including, without limitation, the STOCKHOLDERS Stockholders and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliatesAffiliates; (viih) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to it, including without limitation the Company or Western; (i) any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate and adjust bills increase in the Company's or Western's indebtedness, other than accounts payable incurred in the ordinary course of good faith disputes with customers in a manner business, consistent with past practice, provided, further, that such adjustments shall not be deemed to be included practices or incurred in Schedule 5.11 unless specifically listed thereonconnection with the transactions contemplated by this Agreement; (viiij) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its the assets, property or rights of the Company or Western or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ixk) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of the ordinary course of the Company's or Western's business; (xl) any waiver of any of its material rights or claimsclaims of the Company or Western; (xim) any material breach, amendment or termination of any material contract, agreement, Permit or other right to which the Company or Western is a party or any of its property is subject; or (n) any other material transaction by it the Company or Western outside the ordinary course of their respective businesses; or (xii) any cancellation or termination of a Material Contractbusiness.

Absence of Changes. Since the SMA Balance Sheet Date, SMA has conducted its businesses in the ordinary course and, except as contemplated herein or as set forth on Schedule 5.25SCHEDULE 3.1(w), there has not been with respect to the COMPANY and the COMPANY's SubsidiariesSMA has not: (i) made any event or circumstance (either singly or in the aggregate) which would constitute change that might have a Material Adverse EffectEffect on the financial condition, assets, liabilities (contingent or otherwise), income or business of SMA; (ii) made any change in its authorized capitalthe Articles of Incorporation or Bylaws of SMA, other than the Recapitalization Amendment, any issuance of any capital stock or securities outstanding, or ownership interests or any the grant of any optionsoption, warrantswarrant or right to acquire any capital stock or issuance of any security convertible into or exchangeable for capital stock of SMA or change in any manner of the terms of any of its outstanding securities or in the outstanding capital stock or SMA's capitalization, callswhether by reason of a reclassification, conversion rights recapitalization, stock split or commitmentscombination, exchange or readjustment of shares, stock dividend or otherwise or issue any phantom stock, stock appreciation right or similar right except in connection with such recapitalization; (iii) any declaration or payment of any dividend or distribution in respect of its capital stock or any direct or indirect redemption, purchase or other acquisition of any of its capital stock, except any declaration of dividends payable by any COMPANY Subsidiary to the COMPANY; (iv) any granted a material increase in the compensation, bonus, sales commissions or fee arrangement arrangements payable or to become payable by it SMA (including, without limitation, any increase or change pursuant to any Plan or Company Plan) to any of its respective officers, directors, stockholdersShareholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (viv) any work interruptions, labor grievances or claims filedcancelled, or any similar event or condition of any character that would have a Material Adverse Effect; (vi) any distribution, sale or transfer, or any agreement to sell or transfer any material assets, property or rights of any of its respective business to any person, including, without limitation, the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliates; (vii) any cancellation, or agreement agreed to cancel, any indebtedness or other obligation owing to itSMA, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereofthe Shareholders and their affiliates, provided that it may negotiate and adjust other than the adjustment of bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereoncustomers; (viiiv) adopted or entered into any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its SMA Shares (other than this Agreement) or assets, property or rights of SMA or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (vi) waived any material rights or claims of SMA; (vii) entered into any negotiation, agreement or commitment to do any of the things described in the preceding clauses (i) through (vi) (other than negotiations with PSA and its representatives regarding the transactions contemplated by this Agreement). (viii) suffered any change, event or condition that, in any case or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect or a materially adverse effect upon SMA's ability to consummate the transactions contemplated herein; (ix) declared or made any purchase payment of dividends or acquisition ofother distribution to the Shareholders or upon or in respect of any shares of SMA's capital stock, or agreementpurchased, plan retired or arrangement redeemed, or obligated itself to purchase purchase, retire or acquire redeem, any property, rights of its shares of capital stock or assets outside of the ordinary course of businessother securities; (x) entered into any waiver of any of its material rights transaction, contract or claimscommitment; (xi) granted or suffered to arise any transaction lien upon any of the properties or assets, real, personal or mixed, tangible or intangible, owned by it outside SMA; (xii) except in the ordinary course of their respective businesses; orbusiness made any sale, transfer or other disposition of any assets, real, personal or mixed, tangible or intangible, of SMA, or entered into any contract or commitment relating to its business, operations or financial condition of SMA; (xiixiii) failed to keep in full force and effect insurance comparable in amount and scope to coverage maintained by or on behalf of it on the SMA Balance Sheet Date; and (xiv) taken any cancellation other action taken that would cause any representation or termination of a Material Contractwarranty made by it in this Agreement not to be true and correct.

Absence of Changes. Since the Balance Sheet Datedate of the Most Recent Historical Financial Statements, except as set forth on in the Sellers’ Disclosure Schedule 5.25and for the transactions contemplated by the Transaction Agreements, there has not been any event or development which, individually or together with other such events, could reasonably be expected to have a Material Adverse Effect and the Business has been conducted consistent with past practice. Without limiting the foregoing, except as disclosed in the Sellers’ Disclosure Schedule and except for the transactions contemplated in the Transaction Agreements, since the date of the Most Recent Historical Financial Statements neither Seller has: (a) (i) declared, set aside or paid any dividend or other distribution in respect of the capital stock of the Acquired Companies or (ii) directly or indirectly redeemed, purchased or otherwise acquired any such capital stock or other equity interests; (b) authorized, issued, sold or otherwise disposed of, or granted any option with respect to any shares of capital stock or other equity interests of the COMPANY Acquired Companies, or modified or amended any right of any holder of any outstanding shares of capital stock or other equity interests of the Acquired Companies or option with respect thereto; (c) except as required by applicable Law or any employment agreement or other Benefit Plan in existence as of the date of this Agreement, or consistent with past practice, (i) increased salary, wages or other compensation (including, without limitation, any bonuses, commissions and any other payments) of any officer, employee or consultant of the COMPANY's Subsidiaries:Acquired Companies; (ii) established or modified (A) targets, goals, pools or similar provisions under any Employee Benefit Plan, employment contract or other employee compensation arrangement or (B) salary ranges, increase guidelines or similar provisions in respect of any Employee Benefit Plan, employment Contract or other employee compensation arrangement; or (iii) adopted, entered into, amended, modified or terminated (in whole or in part) any Employee Benefit Plan; (i) incurred or increased any event indebtedness, (ii) made or circumstance agreed to make any loans to any Person or (either singly iii) made or agreed to make any voluntary purchase, cancellation, prepayment or complete or partial discharge in advance of a scheduled payment date with respect to, or waiver of any right of the aggregate) which would constitute a Material Adverse EffectAcquired Companies under, any indebtedness of or owing to the Acquired Companies; (iie) suffered any change in its authorized capitalphysical damage, destruction or securities outstanding, other casualty loss (whether or ownership interests not covered by insurance) adversely affecting any of the real or any grant personal property or equipment of any options, warrants, calls, conversion rights the material Assets and Properties of the Acquired Companies or commitmentsEuropean Seller; (iiif) failed to pay or satisfy when due any declaration or payment material obligation of any dividend or distribution in respect of its capital stock or any direct or indirect redemption, purchase or other acquisition of any of its capital stock, except any declaration of dividends payable by any COMPANY Subsidiary to the COMPANYAcquired Companies; (ivg) acquired any increase in the compensationbusiness or Assets and Properties of any Person (whether by merger, bonusconsolidation or otherwise) or disposed or leased, sales commissions or fee arrangement payable or to become payable by it to any of its respective officers, directors, stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees incurred a lien (other than a Permitted Lien) on, any Assets and Properties of the STOCKHOLDERS) Acquired Companies, in accordance each case, other than acquisitions or dispositions of products in the ordinary course of business of the Acquired U.S. Company or European Seller consistent with past practice; (vh) entered into, amended, modified, terminated (in whole or in part) or granted a waiver under or given any work interruptions, labor grievances or claims filed, or consent with respect to any similar event or condition of any character that would have a Material Adverse EffectIntellectual Property; (vii) commenced, terminated or changed any distribution, sale or transfer, or any agreement to sell or transfer any material assets, property or rights line of any of its respective business to any person, including, without limitation, the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliatesBusiness; (viij) entered into any cancellation, or agreement to cancel, transaction with any indebtedness or other obligation owing to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS shareholder (or any affiliate thereof, provided that it may negotiate and adjust bills in shareholder’s Affiliates) or Affiliate of the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereonAcquired Companies; (viiik) made any plan, agreement change in the accounting methods or arrangement granting any preferential rights to purchase or acquire any interest in any of its assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ix) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire any property, rights or assets outside procedures of the ordinary course of business; (x) any waiver of any of its material rights or claims; (xi) any transaction by it outside the ordinary course of their respective businessesAcquired Companies; or (xiil) entered into any cancellation or termination agreement to do any of a Material Contractthe things described in the preceding paragraphs.

Absence of Changes. Since the Balance Sheet DateDecember 31, 1997, except as set forth on Schedule 5.255.25 or as otherwise contemplated herein, there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (i) any event or circumstance (either singly or Material Adverse Change in the aggregate) which would constitute a Material Adverse EffectCompany; (ii) any damage, destruction or loss (whether or not covered by insurance), alone or in the aggregate, which has caused a Material Adverse Effect on the Company; (iii) any change in the authorized capital of the Company or its outstanding securities or any change in its authorized capital, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iiiiv) any declaration or payment of any dividend or distribution in respect of its the capital stock or any direct or indirect redemption, purchase or other acquisition of any of its the capital stock, except any declaration stock of dividends payable by any COMPANY Subsidiary to the COMPANYCompany; (ivv) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it the Company to any of its respective officers, directors, stockholdersStockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (vvi) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have character, which has caused a Material Adverse EffectEffect on the Company; (vivii) any distribution, sale or transfer, or any agreement to sell or transfer transfer, any material assets, property or rights of any of its respective business Company to any person, including, without limitation, the STOCKHOLDERS Stockholders and their affiliatesAffiliates, other than distributions, sales except inventory sold or transfers transferred in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliatesbusiness; (viiviii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to itthe Company, including without limitation any indebtedness or obligation of any STOCKHOLDERS Stockholders or any affiliate Affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viiiix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its the material assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ixx) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of the ordinary course of the Company's business; (x) any waiver of any of its material rights or claims; (xi) any waiver of any material rights or claims of the Company; (xii) any amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party; (xiii) any transaction by it the Company outside the ordinary course of their respective businesses; orits business; (xiixiv) any cancellation or termination of a material contract with a customer or client prior to the scheduled termination date other than in the ordinary course of business of the Company and of which notice has been given to CLC; (xv) any other distribution of property or assets by the Company other than in the ordinary course of business and other than distributions of real estate and other assets as permitted by this Agreement (including the Schedules hereto); or (xvi) any occurrence that is reasonably likely to give rise to a contingent liability which would have a Material ContractAdverse Effect on the Company.

Absence of Changes. Since the Balance Sheet Date, except Except as set forth on Schedule 5.25, there has not been with respect disclosed to Ripper in writing prior to the COMPANY and the COMPANY's Subsidiariesdate hereof: (i) any event or circumstance (either singly or Talisker has conducted its business only in the aggregate) which would constitute a Material Adverse Effect; (ii) any change in its authorized capital, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration or payment of any dividend or distribution in respect of its capital stock or any direct or indirect redemption, purchase or other acquisition of any of its capital stock, except any declaration of dividends payable by any COMPANY Subsidiary to the COMPANY; (iv) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it to any of its respective officers, directors, stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance regular course of business consistent with past practice; (vii) Talisker has not incurred or suffered a Material Adverse Change; (iii) there has not been any work interruptionsacquisition or sale by Talisker of any material property or assets thereof; (iv) other than in the ordinary and regular course of business consistent with past practice, labor grievances there has not been any incurrence, assumption or claims filedguarantee by Talisker of any debt for borrowed money, any creation or assumption by Talisker of any Encumbrance, any making by Talisker of any loan, advance or capital contribution to or investment in any other Person or any similar event entering into, amendment of, relinquishment, termination or condition non‐renewal by Talisker of any character Contract that would would, individually or in the aggregate, have a Material Adverse EffectEffect on Talisker; (v) with the exception of the Angus Distribution, Talisker has not declared or paid any dividends or made any other distribution in respect of any of the Talisker Shares; (vi) Talisker has not affected or passed any distributionresolution to approve a split, sale consolidation or transfer, or any agreement to sell or transfer any material assets, property or rights reclassification of any of its respective the outstanding Talisker Shares; (vii) other than in the ordinary and regular course of business consistent with past practice, there has not been any material increase in or modification of the compensation payable by Talisker to any personof their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay or any increase or modification of any bonus, pension, insurance or benefit arrangement (including, without limitation, the STOCKHOLDERS and their affiliatesgranting of Talisker Options) made to, other than distributionsfor or with any of such directors, sales officers, employees or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereonconsultants; (viii) Talisker has not affected any planmaterial change in its accounting methods, agreement principles or arrangement granting any preferential rights to purchase or acquire any interest in any of its assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rights;practices; and (ix) any purchase or acquisition ofother than the stock option plan of Talisker, Talisker has not adopted any, or amended any, collective bargaining agreement, bonus, pension, profit sharing, stock purchase, stock option or other benefit plan or arrangement to purchase or acquire any property, shareholder rights or assets outside of the ordinary course of business; (x) any waiver of any of its material rights or claims; (xi) any transaction by it outside the ordinary course of their respective businesses; or (xii) any cancellation or termination of a Material Contractplan.

Absence of Changes. Since Except as disclosed in SECTION 4.13 of the Balance Sheet DateDisclosure Schedule or as specifically reflected in the September 30, 1996 SAP Statement, or except as set forth on Schedule 5.25for changes or developments relating to the conduct of the Business of Savers after the date of this Merger Agreement in conformity with this Merger Agreement, since December 31, 1995, there has not been been, occurred, or arisen any change in, or any event (including without limitation any damage, destruction, or loss whether or not covered by insurance), condition, or state of facts of any character that individually or in the aggregate has or may reasonably be expected to have a material adverse effect on the Business or Condition of Savers. Except as disclosed in SECTION 4.13 of the Disclosure Schedule (with respect paragraph references corresponding to those set forth below), or except as specifically reflected in the COMPANY September 30, 1996 SAP Statement, since December 31, 1995, Savers has operated only in the ordinary course of business and consistent with past practice, and (without limiting the COMPANY's Subsidiariesgenerality of the foregoing) there has not been, occurred, or arisen: (ia) any event or circumstance (either singly or in the aggregate) which would constitute a Material Adverse Effect; (ii) any change in its authorized capitaldeclaration, or securities outstandingsetting aside, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration or payment of any dividend or other distribution in respect of its the capital stock of Savers or any direct or indirect redemption, purchase purchase, or other acquisition by Savers of any such stock or of any interest in or right to acquire any such stock; (b) any employment, deferred compensation, or other salary, wage, or compensation Contract entered into between Savers and any of its capital stockofficers, directors, employees, agents, consultants, or similar representatives, except any declaration for normal and customary Contracts with officers, employees, agents and consultants in the ordinary course of dividends payable by any COMPANY Subsidiary to the COMPANY; (iv) business and consistent with past practices; or any increase in the compensationsalary, bonuswages, sales commissions or fee arrangement payable other compensation of any kind, whether current or deferred, of any officer, director, employee, agent, consultant, or other similar representative of Savers other than routine increases that were made in the ordinary course of business and consistent with past practices; or any creation of any Benefit Plan or any contribution to become payable or amendment or modification of any Benefit Plan; (c) any issuance, sale, or disposition by it Savers of any debenture, note, stock, or other security issued by Savers, or any modification or amendment of any right of the holder of any outstanding debenture, note, stock, or other security issued by Savers; (d) any Lien created on or in any of the Assets and Properties of Savers, or assumed by Savers with respect to any of its respective officerssuch Assets and Properties, directorswhich Lien relates to Liabilities individually or in the aggregate exceeding $25,000 for Savers or which Lien individually or in the aggregate with any other Liens has or may reasonably be expected to have a material adverse effect on the Business or Condition of Savers or the Surviving Corporation; (e) any prepayment of any Liabilities individually or in the aggregate exceeding $10,000; (f) any Liability involving the borrowing of money by Savers; (g) any Liability incurred by Savers in any transaction (other than pursuant to any insurance or annuity Contract entered into in the ordinary course of business and consistent with past practice) not involving the borrowing of money; (h) any damage, stockholdersdestruction, employeesor loss (whether or not covered by insurance) affecting any of the Assets and Properties of Savers, consultants which damage, destruction, or agentsloss individually exceeds $25,000 or the result of which individually or in the aggregate has or may reasonably be expected to have a material adverse effect on the Business or Condition of Savers or the Surviving Corporation; (i) any work stoppage, strike, slowdown, other labor difficulty, or (to the best knowledge of Savers) union organizational campaign (in process or threatened) at or affecting Savers; (j) any material change in any underwriting, actuarial, investment, financial reporting, or accounting practices or policies followed by Savers, or in any assumption underlying such a practices or policies, or in any method of calculating any bad debt, contingency, or other reserve for financial reporting purposes or for any other accounting purposes; (k) any payment, discharge, or satisfaction by Savers of any Lien or Liability other than Liens or Liabilities that were paid, discharged, or satisfied since December 31, 1995 in the ordinary course of business and consistent with past practice, or were paid, discharged, or satisfied as required under this Merger Agreement; (l) any cancellation of any Liability owed to Savers by any other Person; (m) any write-off or write-down of, or any determination to write off or down any of, the Assets and Properties of Savers or any portion thereof, except for write-offs or write-downs that do not exceed $10,000 individually or in the aggregate for Savers; (n) any sale, transfer, or conveyance of any investments, or any other Assets and Properties, of Savers with an individual book value or with an aggregate book value in excess of $10,000, except as contemplated in SECTION 7.3, and except in the ordinary course of business and customary bonuses consistent with past practices; (o) any amendment, termination, waiver, disposal, or lapse of, or other failure to preserve, any license, permit, or other form of authorization of Savers, the result of which individually or in the aggregate has or may reasonably be expected to have a material adverse effect on the Business or Condition of Savers or the Surviving Corporation; (p) any transaction or arrangement under which Savers paid, lent, or advanced any amount to or in respect of, or sold, transferred, or leased any of its Assets and salary increases Properties or any service to, (i) any employee, officer, director or shareholder of Savers (except for employees payments of salaries and wages in the ordinary course of business and consistent with past practice, and except for payments made pursuant to any Contract disclosed in SECTION 4.13(B) or SECTION 4.22(A) of the Disclosure Schedule), or of any Affiliate of Savers, or of any such employee, officer, director or shareholder; (ii) any business or other Person in which Savers, any such employee, officer, director or shareholder, or any such Affiliate has any material interest, except for advances made to, or reimbursements of, officers or directors of Savers for travel and other business expenses in reasonable amounts in the ordinary course of business and consistent with past practice; or any Affiliate of Savers pursuant to any Contract of the type described in SECTION 4.22(G); (q) any material amendment of, or any failure to perform all of its obligations under, or any default under, or any waiver of any right under, or any termination (other than on the STOCKHOLDERSstated expiration date) of, any Contract that involves or reasonably would involve the annual expenditure or receipt by Savers of more than $25,000 or that individually or in accordance the aggregate is material to the Business or Condition of Savers or the Surviving Corporation; (r) any decrease in the amount of, or any material change in the nature of, the insurance or annuities in force of Savers or any material change in the amount or nature of the reserves, liabilities or other similar amounts of Savers with past practicerespect to insurance and annuity Contracts (including, without limitation, reserves and other similar amounts of a type required to be reflected respectively on lines 1 through 11.3 on page 3 of an Annual Statement of Savers); (s) any amendment to the Articles of Incorporation or Bylaws of Savers; (t) any termination, amendment, or execution by Savers of any reinsurance, coinsurance, or other similar Contract, as ceding or assuming insurer; (u) any expenditure or commitment for additions to property, plant, equipment or other tangible or intangible capital assets of Savers, except for any expenditure or commitment that does not exceed $10,000 individually or the result of which individually or in the aggregate does not have and may not reasonably be expected to have a material adverse effect on the Business or Condition of Savers or the Surviving Corporation; (v) any work interruptions, labor grievances amendment or claims filed, or any similar event or condition introduction by Savers of any character that would have a Material Adverse Effect; (vi) any distribution, sale insurance or transfer, or any agreement to sell or transfer any material assets, property or rights of any of its respective business to any person, including, without limitation, the STOCKHOLDERS and their affiliates, annuity Contract other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ix) 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; (x) any waiver of any of its material rights or claims; (xi) any transaction by it outside the ordinary course of their respective businesses; or (xiiw) any cancellation or termination Contract to take any of a Material Contractthe actions described in this Section other than actions expressly permitted under this Section.

Absence of Changes. Since the Balance Sheet Date, except as set forth on Schedule 5.255.23 of the Disclosure Schedule or as otherwise specifically contemplated by this Agreement, there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (i) any event or circumstance (either singly or in the aggregate) which would constitute a Company Material Adverse EffectEffect with respect to the Company and its Subsidiaries; (ii) any damage, destruction or loss (whether or not covered by insurance), alone or in the aggregate, materially adversely affecting the properties or business of the Company or any Subsidiary; (iii) any change in the authorized capital of the Company or any Subsidiary or its outstanding securities or any change in its authorized capital, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iiiiv) any declaration or payment of any dividend or distribution in respect of its the capital stock or any direct or indirect redemption, purchase or other acquisition of any of its the capital stock, except stock of the Company or any declaration of dividends payable by any COMPANY Subsidiary to the COMPANYSubsidiary; (ivv) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it the Company or any Subsidiary to any of its respective officers, directors, stockholdersStockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effect; (vi) any distribution, sale or transfer, or any agreement to sell or transfer transfer, any material assets, property or rights of Company or any Subsidiary outside of its respective the ordinary course of business to any person, including, without limitation, the STOCKHOLDERS Stockholders and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliatesAffiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to itthe Company or any Subsidiary, including without limitation any indebtedness or obligation of any STOCKHOLDERS Stockholders or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its the assets, property or rights of the Company or any Subsidiary or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ix) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of the ordinary course of the Company's or any Subsidiary's business; (x) any waiver of any of its material rights or claimsclaims of the Company or any Subsidiary; (xi) any amendment or termination of any material Contract of the Company or any Subsidiary; (xii) any transaction by it the Company or any Subsidiary outside the ordinary course of their respective businesses; orits business; (xiixiii) any cancellation or termination of a Material Contractmaterial customer contract with a customer or client prior to the scheduled termination date; (a) incurred or been contingently liable for any indebtedness for borrowed money other than Bank Debt incurred in the ordinary course of business or (b) prepaid any indebtedness for borrowed money other than Bank Debt; or (xv) any other distribution of property or assets by the Company or any Subsidiary other than in the ordinary course of business.

Absence of Changes. Since the Balance Sheet Date, except as set forth on Schedule 5.25, Company and each Subsidiary has conducted its business in the ordinary course and there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (ia) any event or circumstance (either singly or material adverse change in the aggregate) which would constitute a Material Adverse Effectfinancial condition, assets, liabilities (contingent or otherwise), income or business of Company or any Subsidiary; (iib) any damage, destruction or loss (whether or not covered by insurance) adversely affecting the properties or business of Company or any Subsidiary; (c) any change in the authorized capital of Company or any Subsidiary or in its authorized capital, outstanding securities or securities outstanding, or any change in its ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iiid) any declaration or payment of any dividend or distribution in respect of its the capital stock stock, or any direct or indirect redemption, purchase or other acquisition of any of its the capital stock, stock of Company or any Subsidiary (except any declaration of for dividends payable or distributions to Company by any COMPANY Subsidiary to the COMPANYa Subsidiary); (ive) any increase in the compensation, bonus, sales commissions or fee arrangement arrangements payable or to become payable by it Company or any Subsidiary to any of its respective officers, directors, stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (vf) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have character, which has had a Material Adverse Effect; (vig) any distribution, sale or transfer, or any agreement to sell or transfer transfer, any material assets, property or rights of Company or any of its respective business Subsidiary to any person, including, including without limitation, limitation the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS Stockholders and their affiliates; (viih) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to itCompany or any Subsidiary, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereofthe Stockholders and their affiliates, provided that it Company or any Subsidiary may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viiii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its the assets, property or rights of Company or any Subsidiary or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ixj) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of the ordinary course of businessbusiness of Company or any Subsidiary; (xk) any waiver of any of its material rights or claimsclaims of Company or any Subsidiary; (xil) any breach, amendment or termination of any material contract, agreement, license, permit or other right to which Company or any Subsidiary is a party; (m) any transaction by it Company or any Subsidiary outside the ordinary course of business; (n) any capital commitment by Company or any Subsidiary, either individually or in the aggregate, exceeding $25,000; (o) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by Company or any Subsidiary or the revaluation by Company or any Subsidiary of any of its assets; (p) any creation or assumption by Company of any mortgage, pledge, security interest or lien or other encumbrance on any asset (other than liens arising under existing lease financing arrangements which are not material and liens for Taxes not yet due and payable); (q) any entry into, amendment of, relinquishment, termination or non-renewal by Company or any Subsidiary of any contract, lease transaction, commitment or other right or obligation requiring aggregate payments by Company and its Subsidiaries in excess of $25,000; (r) any loan by Company or any Subsidiary to any person or entity, incurring by Company, of any indebtedness, guaranteeing by Company or any Subsidiary of any indebtedness, issuance or sale of any debt securities of Company or any Subsidiary or guaranteeing of any debt securities of others; (s) the commencement or notice or, to the knowledge of Company or any Subsidiary, threat of commencement, of any lawsuit or proceeding against, or investigation of, Company or any Subsidiary or any of their respective businessesaffairs; or (xiit) any cancellation negotiation or termination agreement by Company or any Subsidiary or any officer or employee thereof to do any of a Material Contractthe things described in the preceding clauses (a) through (s) (other than negotiations with Purchaser and its representatives regarding the transactions contemplated by this Agreement).

Absence of Changes. Since the Balance Sheet Initial Disclosure Date, except as set forth on Schedule 5.25, there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (i) any event or circumstance (either singly or material adverse change in the aggregate) which would constitute financial condition, assets, liabilities (contingent or otherwise), income or business of the Company taken as a Material Adverse Effectwhole; (ii) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of the Company; (iii) any change in the authorized capital of the Company or its outstanding securities or any change in its authorized capital, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iiiiv) any declaration or payment of any dividend or distribution in respect of its the capital stock or any direct or indirect redemption, purchase or other acquisition of any of its the capital stock, stock of the Company (except any declaration of for dividends payable by any COMPANY Subsidiary which the Company may declare and pay pursuant to the COMPANYSection 10.4); (ivv) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it the Company to any of its respective officers, directors, stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (vvi) any work interruptions, labor grievances or labor claims filed, or any other similar labor event or condition of any character that would have a Material Adverse Effectcharacter, materially adversely affecting the business of the Company; (vivii) any distribution, sale or transfer, or any agreement to sell or transfer transfer, any material assets, property or rights of any of its respective business the Company to any person, including, without limitation, the STOCKHOLDERS Stockholders and their affiliates, other than distributions, sales or transfers in Affiliates outside the ordinary course of business to persons other than of the STOCKHOLDERS and their affiliatesCompany; (viiviii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to itthe Company, including without limitation any indebtedness or obligation of any STOCKHOLDERS Stockholder or any affiliate thereof, provided that it may negotiate and adjust bills in Affiliate thereof outside the ordinary course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereonbusiness of the Company; (viiiix) any plan, agreement or arrangement granting any preferential rights right to purchase or acquire any interest in any of its the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ixx) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights right or assets asset outside of the ordinary course of the Company's business; (x) any waiver of any of its material rights or claims; (xi) any waiver of any material rights or claims of the Company; (xii) any material breach, amendment or termination of any contract, agreement, license, permit or other right to which the Company is a party: (xiii) any transaction by it the Company outside the ordinary course of their its respective businesses; or; (xiixiv) any cancellation or termination of a Material Contractmaterial contract with a customer or client prior to the scheduled termination date; or (xv) any other distribution of property or assets by the Company outside the ordinary course of the Company's business.

Absence of Changes. Since the Interim Balance Sheet Date, Date and except as set forth on Schedule 5.253.21, there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (ia) any event change that by itself or circumstance (either singly or in the aggregate) which would constitute together with other changes, has had a Material Adverse Effect; (iib) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of the Company; (c) any change in the authorized capital of the Company or in its authorized capital, outstanding securities or securities outstanding, or any change in its ownership interests or any grant or amendment of any options, warrants, calls, conversion rights or commitments, or any amendment or other change to the Charter Documents (other than exercises of or grants of Options to purchase Company Common Stock under the Company Stock Plans in accordance with past practice, including in connection with annual performance reviews and new hires); (iiid) any declaration or payment of any dividend or distribution in respect of its the capital stock or any direct or indirect redemption, purchase or other acquisition of any of its the capital stock, except any declaration stock of dividends payable by any COMPANY Subsidiary to the COMPANYCompany; (ive) any payment or grant of any bonus or severance payments by the Company, or any increase in the compensation, bonus, sales commissions or fee arrangement arrangements payable or to become payable by it the Company, to any of its respective officers, directors, stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice, including annual performance reviews and new hires, or any adoption or amendment of, or material increase of benefits under, any Plan, other than any amendments to existing Plans to the extent necessary to maintain their compliance with applicable Laws; (vf) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effectcharacter, materially adversely affecting the business or future prospects of the Company; (vi) any distribution, sale or transfer, or any agreement to sell or transfer any material assets, property or rights of any of its respective business to any person, including, without limitation, the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliates; (viig) any cancellation, or agreement to cancel, any material indebtedness or other material obligation owing to itthe Company, including without limitation any material indebtedness or material obligation of any STOCKHOLDERS a Shareholder or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viiih) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its the assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ixi) any purchase waiver of any material rights or acquisition ofclaims of the Company; (j) any breach, amendment or termination of any Material Contract, Material Permit, Lease, or agreement, plan other material agreement or arrangement right to purchase or acquire which the Company is a party; (k) any property, rights or assets transaction by the Company outside of the ordinary course of business; (xl) any waiver material change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or the revaluation by the Company of any of its material rights or claimsassets; (xim) any transaction creation or assumption by it outside the Company of any material mortgage, pledge, security interest or lien or other encumbrance on any asset (other than Permitted Liens); (n) any entry into, amendment of, relinquishment, termination or non-renewal by the Company of any contract, lease or sublease transaction, commitment or other right or obligation requiring aggregate payments by the Company in excess of $25,000, except in the ordinary course of their respective businessesbusiness pursuant to the Company’s established business practices; (o) any violation of or conflict with any applicable Laws promulgated, or judgment entered, by any Governmental Authority which, individually or in the aggregate, materially and adversely affects (or, insofar as the Company knows, might reasonably be expected to materially and adversely affect) the Company; (p) the commencement or notice or, to the knowledge of the Company, threat of commencement of any material lawsuit or proceeding against or investigation of the Company or any of its affairs; (q) any agreement or arrangement made by the Company or, to the knowledge of the Company, any other person to take any action which, if taken prior to the date hereof, would have made any representation or warranty set forth in this Agreement untrue or incorrect as of the date when made; or (xiir) negotiation, commitment or agreement by the Company to do any cancellation or termination of a Material Contractthe things described in the preceding clauses (a) through (q) (other than negotiations with SafeNet and its representatives regarding the transactions contemplated by this Agreement).

Absence of Changes. Since the Balance Sheet Date, except as set ------------------ forth on Schedule 5.25, there has not been with respect to the COMPANY and the COMPANY's Subsidiaries: (i) any event or circumstance (either singly or in the aggregate) which would constitute a Material Adverse Effect; (ii) any change in its authorized capital, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration or payment of any dividend or distribution in respect of its capital stock or any direct or indirect redemption, purchase or other acquisition of any of its capital stock, except any declaration of dividends payable by any COMPANY Subsidiary to the COMPANY; (iv) any increase of more than five percent (5%) in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it to any of its respective officers, directors, stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effect; (vi) any distribution, sale or transfer, or any agreement to sell or transfer any material assets, property or rights of any of its respective business to any person, including, without limitation, the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereof, provided that it may -------- negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed -------- ------- to be included in Schedule 5.11 unless specifically listed thereon; (viii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ix) 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; (x) any waiver of any of its material rights or claims; (xi) any transaction by it outside the ordinary course of their respective businessesits business; or (xii) any cancellation or termination of a Material Contract.

Absence of Changes. Since the Balance Sheet DateJune 30, 2003, except as will be set forth on Schedule 5.253.21 to the Globalnet Disclosure Letter, there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (ia) any event or circumstance (either singly or Any material adverse change in the aggregatefinancial condition, assets, liabilities (contingent or otherwise), income or business of Globalnet; (b) which would constitute Any damage, destruction or loss (whether or not covered by insurance) in excess of $10,000 causing a Material Adverse EffectEffect on Globalnet; (iic) Any change in the authorized capital of Globalnet or its outstanding securities or any change in its authorized capital, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitmentscommitments (which are not reflected on Schedule 3.3); (iiid) any Any declaration or payment of any dividend or distribution in respect of its the capital stock or any direct or indirect redemption, purchase or other acquisition of any of its the capital stock, except any declaration stock of dividends payable by any COMPANY Subsidiary to the COMPANYGlobalnet; (ive) any Any five (5) percent or more increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it Globalnet to any of its their respective officers, directors, stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) such persons in accordance with past practice; (vf) any Any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effectcharacter, materially adversely affecting the business of Globalnet; (vig) any distribution, Any sale or transfer, or any agreement to sell or transfer transfer, any material assets, property or rights of any of its respective business Globalnet to any person, including, without limitation, any of the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS stockholders and their affiliates; (viih) any Any cancellation, or agreement to cancel, any indebtedness or other obligation owing to itGlobalnet, including without limitation any indebtedness or obligation of any STOCKHOLDERS stockholder or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viiii) any Any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its the assets, property or rights of Globalnet or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ixj) any Any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of the ordinary course of businessbusiness of Globalnet; (xk) any Any waiver of any of its material rights or claimsclaims of Globalnet; (xil) Any amendment or termination of any Material Documents or other right to which Globalnet is a party; (m) Any transaction by it Globalnet outside the ordinary course of their respective businesses; orits business; (xiin) any Any cancellation or termination of a Material ContractContract with a customer or client prior to the scheduled termination date; or (o) Any other distribution of property or assets by Globalnet other than in the ordinary course of business.

Absence of Changes. Since Except as set forth in Section 4.8 of the Sonus Disclosure Schedule, since the balance sheet of Sonus (the "Sonus Balance Sheet") dated September 30, 1999 (the "Sonus Balance Sheet Date"), Sonus and its Subsidiaries have been operated in the ordinary course of business consistent with past practice and there has not been any material adverse change, or any event or development which, individually or together with other such events or developments, could reasonably be expected to result in a material adverse change, in the Business or Condition of Sonus. In addition, without limiting the foregoing, except as set forth on Schedule 5.25disclosed in Section 4.8 of the Sonus Disclosure Schedule, there has not been with respect to occurred since the COMPANY and the COMPANY's SubsidiariesSonus Balance Sheet Date: (ia) any event amendment or circumstance (either singly change to the Articles or in the aggregate) which would constitute a Material Adverse EffectCertificate of Incorporation of Sonus or any of its Subsidiaries or their respective Bylaws; (iib) any change in its authorized capitaldeclaration, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration setting aside or payment of any dividend or other distribution in respect of its the capital stock of Sonus, or any direct or indirect redemption, purchase or other acquisition by Sonus or any Subsidiary of any such capital stock of its capital stock, except any declaration of dividends payable by any COMPANY Subsidiary to the COMPANYSonus; (c) any authorization, issuance, sale or other disposition by Sonus or its Subsidiaries of any shares of capital stock of Sonus or any Subsidiary, or any Option relating to such capital stock or any modification or amendment of any right of any holder of any outstanding shares of capital stock of Sonus or any Subsidiary; (i) any payment of a regular, special or year end bonus to any employee or officer or director of Sonus or any Subsidiary, or any increase in salary, rate of commissions or rate of consulting fees of any director, officer, employee or consultant of Sonus or any Subsidiary, other than salary increases to non-management employees in the ordinary course of business and consistent with past practices; (ii) any payment of consideration of any nature whatsoever (other than salary, commissions or consulting fees paid in the ordinary course of business consistent with past practices) to any officer, director, stockholder (including the Principal Stockholders), employee or consultant of Sonus or any Subsidiary; (iii) any establishment or modification of (A) targets, goals, pools, formula or similar provisions under any Plan, employment contract or other employee compensation arrangement of Sonus or any Subsidiary, or (B) salary ranges, guidelines or similar provisions in respect of any Plan, employment contract or other employee compensation arrangement of Sonus or any Subsidiary; (iv) any increase grant of any severance, continuation or termination pay to any director, officer, stockholder (including the Principal Stockholders) or employee of Sonus or any Subsidiary; or (v) any adoption, entering into, amendment, modification or termination (partial or complete) of any Plan or employment contract of Sonus or any Subsidiary; (i) incurrences by Sonus or any Subsidiary of Indebtedness or (ii) any voluntary purchase, cancellation, prepayment or complete or partial discharge in advance of a scheduled payment date with respect to, or waiver of any right of Sonus or any Subsidiary under, any Indebtedness of or owing to Sonus or any Subsidiary; (f) any change in or incurrence of any Liability of Sonus or any Subsidiary other than in the compensationordinary course of business consistent with past practices; (g) any physical damage, bonusdestruction or other casualty loss (whether or not covered by insurance) affecting any of the real or personal property or equipment of Sonus or any Subsidiary in an aggregate amount exceeding Fifteen Thousand Dollars ($15,000); (h) any write-off or write-down of or any determination to write off or write down any of the Assets and Properties of Sonus or any Subsidiary in an aggregate amount exceeding Fifteen Thousand Dollars ($15,000); (i) any purchase of any Assets and Properties of any Person or any sale, sales commissions license or fee arrangement payable other disposition of, or incurrence of a Lien (other than a Permitted Lien) on, any Assets and Properties of Sonus or any Subsidiary, other than acquisitions or dispositions in the ordinary course of business of Sonus or any Subsidiary consistent with past practice and the terms of this Agreement and the Operative Agreements; (j) any entering into, amendment, modification, termination (partial or complete) or granting of a waiver under or giving any consent with respect to become payable (i) any material Contract, (ii) any Permit held by it Sonus or any Subsidiary, or (iii) any Intellectual Property owned, held or used by Sonus or any Subsidiary; (k) any capital expenditures or commitments for additions to property, plant, equipment or Intellectual Property of Sonus or any Subsidiary in an aggregate amount exceeding Fifteen Thousand Dollars ($15,000); (l) any commencement or termination by Sonus or any Subsidiary of any line of business; (m) any transaction by Sonus or any Subsidiary with any officer, director, stockholder (including any Principal Stockholder), Affiliate or Associate of Sonus or any Subsidiary, other than pursuant to any Contract in effect on the date of its respective officersthe Sonus Balance Sheet and disclosed to Target pursuant to Section 4.8 of the Sonus Disclosure Schedule; (n) the commencement or notice or threat of commencement of any lawsuit or proceedings against, directorsor investigation of, stockholdersSonus or any Subsidiary or their affairs; (o) any notice of any claim of ownership by a third party of the Intellectual Property of Sonus or any Subsidiary or notice of infringement by Sonus or any Subsidiary of any third party's Intellectual Property rights; (p) any change in pricing or royalties set or charged by Sonus or any Subsidiary to clients, employees, consultants customers or agentslicensees or in pricing or royalties set or charged by Persons who have licensed Intellectual Property to Sonus or any Subsidiary; (q) any loan or advance by Sonus or any Subsidiary to any Person or entity, except for advances to employees for travel and business expenses in the ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance course of business consistent with past practice; (vr) any work interruptions, labor grievances change in the accounting methods or claims filed, procedures of Sonus or any similar event or condition of any character that would have a Material Adverse Effectits Subsidiaries; (vis) any distribution, sale or transfer, other material transaction involving Sonus or any agreement to sell or transfer any material assets, property or rights of any of its respective business to any person, including, without limitation, the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers in Subsidiary outside the ordinary course of business to persons other than the STOCKHOLDERS and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ix) 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; (x) any waiver of any of its material rights or claims; (xi) any transaction by it outside the ordinary course of their respective businesses; or (xii) any cancellation or termination of a Material Contract.

Absence of Changes. Since the Balance Sheet DateApril 30, 2000, except as will be set forth on Schedule 5.253.21 to the BPI Disclosure Letter, there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (ia) any event or circumstance (either singly or Any material adverse change in the aggregate) which would constitute a Material Adverse Effectfinancial condition, assets, liabilities (contingent or otherwise), income or business of BPI; (iib) Any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of BPI; (c) Any change in the authorized capital of BPI or its outstanding securities or any change in its authorized capital, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iiid) any Any declaration or payment of any dividend or distribution in respect of its the capital stock or any direct or indirect redemption, purchase or other acquisition of any of its the capital stock, except any declaration stock of dividends payable by any COMPANY Subsidiary to the COMPANYBPI; (ive) any Any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it BPI to any of its their respective officers, directors, stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (vf) any Any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effectcharacter, materially adversely affecting the business of BPI; (vig) any distribution, Any sale or transfer, or any agreement to sell or transfer transfer, any material assets, property or rights of any of its respective business BPI to any person, including, without limitation, any of the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS stockholders and their affiliates; (viih) any Any cancellation, or agreement to cancel, any indebtedness or other obligation owing to itBPI, including without limitation any indebtedness or obligation of any STOCKHOLDERS stockholder or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viiii) any Any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its the assets, property or rights of BPI or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ixj) any Any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of the ordinary course of businessbusiness of BPI; (xk) any Any waiver of any of its material rights or claimsclaims of BPI; (xil) Any amendment or termination of any Material Documents or other right to which BPI is a party; (m) Any transaction by it BPI outside the ordinary course of their respective businesses; orits business; (xiin) any Any cancellation or termination of a Material ContractContract with a customer or client prior to the scheduled termination date; or (o) Any other distribution of property or assets by BPI other than in the ordinary course of business.

Absence of Changes. Since the Balance Sheet DateSeptember 30, 2003, except as will be set forth on Schedule 5.253.21 to the GlobalNet Disclosure Letter, there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (ia) any event or circumstance (either singly or Any material adverse change in the aggregatefinancial condition, assets, liabilities (contingent or otherwise), income or business of GlobalNet; (b) which would constitute Any damage, destruction or loss (whether or not covered by insurance) in excess of $10,000 causing a Material Adverse EffectEffect on GlobalNet; (iic) Any change in the authorized capital of GlobalNet or its outstanding securities or any change in its authorized capital, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitmentscommitments (which are not reflected on Schedule 3.3); (iiid) any Any declaration or payment of any dividend or distribution in respect of its the capital stock or any direct or indirect redemption, purchase or other acquisition of any of its the capital stock, except any declaration stock of dividends payable by any COMPANY Subsidiary to the COMPANYGlobalNet; (ive) any Any five (5) percent or more increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it GlobalNet to any of its their respective officers, directors, stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) such persons in accordance with past practice; (vf) any Any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effectcharacter, materially adversely affecting the business of GlobalNet; (vig) any distribution, Any sale or transfer, or any agreement to sell or transfer transfer, any material assets, property or rights of any of its respective business GlobalNet to any person, including, without limitation, any of the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS stockholders and their affiliates; (viih) any Any cancellation, or agreement to cancel, any indebtedness or other obligation owing to itGlobalNet, including without limitation any indebtedness or obligation of any STOCKHOLDERS stockholder or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viiii) any Any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its the assets, property or rights of GlobalNet or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ixj) any Any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of the ordinary course of businessbusiness of GlobalNet; (xk) any Any waiver of any of its material rights or claimsclaims of GlobalNet; (xil) Any amendment or termination of any Material Documents or other right to which GlobalNet is a party; (m) Any transaction by it GlobalNet outside the ordinary course of their respective businesses; orits business; (xiin) any Any cancellation or termination of a Material ContractContract with a customer or client prior to the scheduled termination date; or (o) Any other distribution of property or assets by GlobalNet other than in the ordinary course of business.

Absence of Changes. Since the Balance Sheet Date, except as set forth on Schedule 5.25the Company and the Subsidiary have conducted their respective businesses in the ordinary course, and there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (ia) any event change, by itself or circumstance (either singly or in the aggregate) which would constitute together with other changes, that has had a Material Adverse Effect, or is likely to have a Material Adverse Effect on the Company or the Subsidiary; (iib) any damage, destruction or loss (whether or not covered by insurance) that has had a Material Adversely Effect on the properties or business of either the Company or the Subsidiary; (c) any change in its the authorized capital, capital of the Company or the Subsidiary or in their outstanding securities outstanding, or any change in their ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iiid) any declaration or payment of any dividend or distribution in respect of its the capital stock stock, or any direct or indirect redemption, purchase or other acquisition of any of its the capital stock, except any declaration stock of dividends payable by any COMPANY Subsidiary to the COMPANYCompany or the Subsidiary; (ive) except as set forth in SECTION 3.32(e) of the Company Disclosure Letter, any increase in the compensation, bonus, sales commissions or fee arrangement arrangements payable or to become payable by it the Company or the Subsidiary to any of its their respective officers, directors, stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice, nor has the Company or the Subsidiary entered into, amended or terminated any Employee Benefit Plan, employment, severance or other agreement relating to compensation or fringe benefits; (vf) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have condition, having a Material Adverse EffectEffect on the Company or the Subsidiary; (vig) any distribution, sale or transfer, or any agreement to sell or transfer transfer, any material assets, property or rights of any of its respective business the Company or the Subsidiary to any personPerson, including, without limitation, the STOCKHOLDERS and their affiliates, other than distributions, sales Company Stockholders or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliates; (viih) any cancellation, waiver, forgiveness or release or agreement to cancel, forgive or release any indebtedness or other obligation owing to itthe Company or the Subsidiary, including including, without limitation limitation, any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate the Company Stockholders and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereontheir affiliates; (viiii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its the assets, property or rights of the Company or the Subsidiary or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ixj) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of the ordinary course Ordinary Course of businessBusiness of the Company or the Subsidiary; (xk) any waiver of any material rights, debts, or claims of its material rights the Company or claimsthe Subsidiary; (xil) any material breach, amendment or termination of any Material Contract, agreement, license, Permit or other right to which the Company or the Subsidiary is a party; (m) unless otherwise provided or disclosed herein, any transaction by it the Company or the Subsidiary outside the ordinary course Ordinary Course of Business; (n) any capital commitment by the Company or the Subsidiary, either individually or in the aggregate, exceeding $15,000; (o) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or the Subsidiary or the revaluation by the Company or the Subsidiary of any of its assets; (p) any creation or assumption by the Company or the Subsidiary of any mortgage, pledge, Security Interest or other encumbrance on any asset (other than Security Interests arising under existing lease financing arrangements which are not material and liens for Taxes not yet due and payable); (q) any entry into, amendment of, relinquishment, termination or non- renewal by the Company or the Subsidiary of any contract, lease transaction, commitment or other right or obligation requiring aggregate payments by the Company or the Subsidiary in excess of $10,000; (r) any loan by the Company or the Subsidiary to any Person, incurring by the Company or the Subsidiary of any indebtedness, guaranteeing by the Company or the Subsidiary of any indebtedness, issuance or sale of any debt securities of the Company or the Subsidiary or guaranteeing of any debt securities of others; (s) any direct or indirect loan made by the Company or the Subsidiary to, or for the benefit of, any stockholder, employee, officer or director of the Company or the Subsidiary, or any members of their immediate families, other than advances made in the Ordinary Course of Business; (t) any resignation or termination of any officer or employee of the Company or the Subsidiary and there is no impending or, to the Knowledge of the Company and the Company Stockholders, threatened resignation or termination of any officer or employee of the Company or the Subsidiary; (u) the commencement or notice or, to the Knowledge of the Company and the Company Stockholders, threatened commencement, of any lawsuit or proceeding against, or investigation of, the Company, the Subsidiary, the Company Stockholders or any of their respective businessesaffairs; or (xiiv) negotiation or agreement by the Company or the Subsidiary or any cancellation officer or termination employee thereof to do any of a Material Contractthe things described in the preceding clauses (a) through (u) (other than negotiations with the Buyer and its representatives regarding the transactions contemplated by this Agreement).

Absence of Changes. Since Except as set forth in Section 3.9 of the Target Disclosure Schedule, since the Balance Sheet Date, Target and the Subsidiaries have been operated in the ordinary course of business consistent with past practice and there has not been any material adverse change, or any event or development which, individually or together with other such events or developments, could reasonably be expected to result in a material adverse change, in the Business or Condition of Target. None of the other representations or warranties set forth in this Agreement shall be deemed to limit the foregoing. In addition, without limiting the foregoing, except as set forth on Schedule 5.25disclosed in Section 3.9 of the Target Disclosure Schedule, there has not been with respect to occurred since the COMPANY and the COMPANY's SubsidiariesBalance Sheet Date: (ia) any event amendment or circumstance (either singly change to the Articles or in Certificate of Incorporation of Target or any of the aggregate) which would constitute a Material Adverse EffectSubsidiaries or their respective Bylaws; (iib) any change in its authorized capitaldeclaration, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration setting aside or payment of any dividend or other distribution in respect of its the capital stock of Target, or any direct or indirect redemption, purchase or other acquisition by Target or any Subsidiary of any such capital stock of its capital stock, except any declaration of dividends payable by any COMPANY Subsidiary to the COMPANYTarget; (c) any authorization, issuance, sale or other disposition by Target or any Subsidiary of any shares of capital stock of Target or any Subsidiary, or any Option relating to such capital stock or any modification or amendment of any right of any holder of any outstanding shares of capital stock of Target or any Subsidiary; (i) any payment of a regular, special or year end bonus to any employee or officer or director of Target or any Subsidiary, or any increase in salary, rate of commissions or rate of consulting fees of any director, officer, employee or consultant of Target or any Subsidiary, other than salary increases to non-management employees in the ordinary course of business and consistent with past practices; (ii) any payment of consideration of any nature whatsoever (other than salary, commissions or consulting fees paid in the ordinary course of business consistent with past practices) to any officer, director, stockholder (including the Principal Stockholders), employee or consultant of Target or any Subsidiary; (iii) any establishment or modification of (A) targets, goals, pools, formula or similar provisions under any Plan, employment contract or other employee compensation arrangement of Target or any Subsidiary, or (B) salary ranges, guidelines or similar provisions in respect of any Plan, employment contract or other employee compensation arrangement of Target or any Subsidiary; (iv) any increase grant of any severance, continuation or termination pay to any director, officer, stockholder (including the Principal Stockholders) or employee of Target or any Subsidiary; or (v) any adoption, entering into, amendment, modification or termination (partial or complete) of any Plan or employment contract of Target or any Subsidiary; (i) incurrences by Target or any Subsidiary of Indebtedness or (ii) any voluntary purchase, cancellation, prepayment or complete or partial discharge in advance of a scheduled payment date with respect to, or waiver of any right of Target or any Subsidiary under, any Indebtedness of or owing to Target or any Subsidiary; (f) any change in or incurrence of any Liability of Target or any Subsidiary other than in the compensationordinary course of business consistent with past practices; (g) any physical damage, bonusdestruction or other casualty loss (whether or not covered by insurance) affecting any of the real or personal property or equipment of Target or any Subsidiary in an aggregate amount exceeding Fifteen Thousand Dollars ($15,000); (h) any write-off or write-down of or any determination to write off or write down any of the Assets and Properties of Target or any Subsidiary in an aggregate amount exceeding Fifteen Thousand Dollars ($15,000); (i) any purchase of any Assets and Properties of any Person or any sale, sales commissions license or fee arrangement payable other disposition of, or incurrence of a Lien (other than a Permitted Lien) on, any Assets and Properties of Target or any Subsidiary, other than acquisitions or dispositions in the ordinary course of business of Target or any Subsidiary consistent with past practice and the terms of this Agreement and the Operative Agreements; (j) any entering into, amendment, modification, termination (partial or complete) or granting of a waiver under or giving any consent with respect to become payable (i) any Contract which is required (or had it been in effect on the date hereof would have been required) to be disclosed in the Target Disclosure Schedule pursuant to Section 3.18, (ii) any Permit held by it Target or any Subsidiary, or (iii) any Intellectual Property owned, held or used by Target or any Subsidiary; (k) any capital expenditures or commitments for additions to property, plant, equipment or Intellectual Property of Target or any Subsidiary in an aggregate amount exceeding Fifteen Thousand Dollars ($15,000); (l) any commencement or termination by Target or any Subsidiary of any line of business; (m) any transaction by Target or any Subsidiary with any officer, director, stockholder (including any Principal Stockholder), Affiliate or Associate of Target or any Subsidiary, other than pursuant to any Contract in effect on the Balance Sheet Date and disclosed to Acquisition pursuant to Section 3.18(a)(viii) or other than pursuant to any contract of its employment listed pursuant to Section 3.18(a)(I) of the Target Disclosure Schedule; (n) the commencement or notice or threat of commencement of any lawsuit or proceedings against, or investigation of, Target or any Subsidiary or their affairs which could reasonably be expected to have a material adverse effect on Target or any Subsidiary or their respective officersbusiness or financial condition; (o) any notice of any claim of ownership by a third party of the Intellectual Property of Target or any Subsidiary or notice of infringement by Target or any Subsidiary of any third party's Intellectual Property rights; (p) any change in pricing or royalties set or charged by Target or any Subsidiary to clients, directors, stockholders, employees, consultants customers or agentslicensees or in pricing or royalties set or charged by Persons who have licensed Intellectual Property to Target or any Subsidiary; (q) any loan or advance by Target or any Subsidiary to any Person or entity, except for advances to employees for travel and business expenses in the ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance course of business consistent with past practice; (vr) any work interruptions, labor grievances change in the accounting methods or claims filed, procedures of Target or any similar event or condition of any character that would have a Material Adverse EffectSubsidiary; (vis) any distribution, sale or transfer, other material transaction involving Target or any agreement to sell or transfer any material assets, property or rights of any of its respective business to any person, including, without limitation, the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers in Subsidiary outside the ordinary course of business to persons other than the STOCKHOLDERS and their affiliates;consistent with past practice; or (viit) any cancellation, or entering into of an agreement to cancel, do or engage in any indebtedness or other obligation owing to itof the foregoing, including without limitation with respect to any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate and adjust bills in Business Combination not otherwise restricted by the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ix) 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; (x) any waiver of any of its material rights or claims; (xi) any transaction by it outside the ordinary course of their respective businesses; or (xii) any cancellation or termination of a Material Contractforegoing paragraphs.

Absence of Changes. Since the Balance Sheet Date, except as set forth on Schedule 5.25, there has not been with respect to the COMPANY and the COMPANY's Subsidiaries:been: ------------------ (i) any event or circumstance (either singly or material adverse change in the aggregate) which would constitute a Material Adverse Effectfinancial condition, assets, liabilities (contingent or otherwise), income or business of the Company; (ii) any damage, destruction or loss (whether or not covered by insurance) which has had a Material Adverse Effect on the Company, taken as a whole; (iii) except as set forth in Schedule 6.24, any change in its the authorized capital, capital of the Company or in their respective securities outstanding, outstanding or any change in their respective ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iiiiv) except as set forth in Schedule 6.24, any declaration or payment of any dividend or distribution in respect of its the capital stock or any direct or indirect redemption, purchase or other acquisition of any of its the capital stock, except any declaration stock of dividends payable by any COMPANY Subsidiary to the COMPANYCompany; (ivv) except as set forth in Schedule 6.24, any increase in the compensation, bonus, sales commissions or fee fees arrangement payable or to become payable by it the Company to any of its respective officers, directors, stockholdersStockholders, employees, consultants or agents, except for agents other than ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance implemented on a basis consistent with past practicepractices; (vvi) any work interruptions, labor grievances or claims filed, or any similar proposed law or regulation or any event or condition of any character that would have character, which has had a Material Adverse EffectEffect on the Company, taken as a whole; (vivii) any distribution, sale or transfer, or any agreement to sell or transfer transfer, any material assets, property or rights of any of its respective business the Company to any person, including, without limitation, the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS Stockholders and their affiliates; (viiviii) except as set forth on Schedule 6.24 hereto, any cancellation, or agreement to cancel, any indebtedness or other obligation owing to itthe Company, including without limitation any indebtedness or obligation of any STOCKHOLDERS Stockholder or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viiiix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its the assets, property properties or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property properties or rights; (ixx) any purchase or acquisition ofacquisition, or agreement, plan or arrangement to purchase or acquire acquire, any propertyproperties, rights or assets outside of the ordinary course of business; (x) any waiver of any of its material rights or claimsCompany; (xi) any waiver of any material rights or claims of the Company; (xii) any breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party; or (xiii) any transaction by it the Company outside the ordinary course of their respective businesses; or (xii) any cancellation or termination of a Material Contract.

Absence of Changes. Since the Balance Sheet Date, except as set forth on Schedule 5.25, there has not been with respect to the COMPANY and the COMPANY's Subsidiaries------------------ been: (i) any event or circumstance (either singly or material adverse change in the aggregate) which would constitute a Material Adverse Effectfinancial condition, assets, liabilities (contingent or otherwise), income or business of the Company; (ii) any damage, destruction or loss (whether or not covered by insurance) which has had a Material Adverse Effect on the Company, taken as a whole; (iii) except as set forth in Schedule 6.24, any change in the authorized capital of the Company or in its securities outstanding or any change in its authorized capital, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iiiiv) except as set forth in Schedule 6.24, any declaration or payment of any dividend or distribution in respect of its the capital stock or any direct or indirect redemption, purchase or other acquisition of any of its the capital stock, except any declaration stock of dividends payable by any COMPANY Subsidiary to the COMPANYCompany; (ivv) except as set forth in Schedule 6.24, any increase in the compensation, bonus, sales commissions or fee fees arrangement payable or to become payable by it the Company to any of its respective officers, directors, stockholdersStockholder, employees, consultants or agents, except for agents other than ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance implemented on a basis consistent with past practicepractices; (vvi) any work interruptions, labor grievances or claims filed, or any similar proposed law or regulation or any event or condition of any character that would have character, which has had a Material Adverse EffectEffect on the Company, taken as a whole; (vivii) any distribution, sale or transfer, or any agreement to sell or transfer transfer, any material assets, property or rights of any of its respective business the Company to any person, including, without limitation, the STOCKHOLDERS Stockholder and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their his affiliates; (viiviii) except as set forth on Schedule 6.24 hereto, any cancellation, or agreement to cancel, any indebtedness or other obligation owing to itthe Company, including without limitation any indebtedness or obligation of any STOCKHOLDERS the Stockholder or any affiliate thereof, provided that it may negotiate and adjust bills in of the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereonStockholder; (viiiix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its the assets, property properties or rights of the Company or requiring consent of any party to the transfer and assignment of any such assets, property properties or rights; (ixx) any purchase or acquisition ofacquisition, or agreement, plan or arrangement to purchase or acquire acquire, any propertyproperties, rights or assets outside of the ordinary course of business; (x) any waiver of any of its material rights or claimsCompany; (xi) any waiver of any material rights or claims of the Company; (xii) any breach, amendment or termination of any material contract, agreement, license, permit or other right to which the Company is a party; or (xiii) any transaction by it the Company outside the ordinary course of their respective businesses; or (xii) any cancellation or termination of a Material Contractits business.

Absence of Changes. Since the date of the Most Recent Balance Sheet DateSheet, except the Company has carried on its business in the ordinary course in accordance with the procedures and practices in effect on the date of the Most Recent Balance Sheet. Except as set forth on Schedule 5.253.8 of the Disclosure Schedule or as specifically contemplated by this Agreement, since the date of the Most Recent Balance Sheet there has not been with respect to the COMPANY and the COMPANY's SubsidiariesCompany any: (ia) any event or circumstance (either singly or in the aggregate) which would constitute a Company Material Adverse Effect; (iib) any change in its authorized capital, contingent liability incurred as guarantor or securities outstanding, or ownership interests or any grant surety with respect to the obligations of any options, warrants, calls, conversion rights or commitmentsothers; (iiic) Lien placed on any declaration of its properties or granted with respect to any of its assets other than Permitted Liens; (d) obligation or Liability incurred other than in the ordinary course of business consistent with past practice, or any borrowing of moneys; (e) purchase, license, sale or other disposition, or any agreement or other arrangement for the purchase, license, sale or other disposition, of any of the properties or assets of the Company other than in the ordinary course of business, consistent with past practice; (f) damage, destruction or loss, whether or not covered by insurance, affecting the properties, assets or business of the Company; (g) declaration, setting aside or payment of any dividend or other distribution on, or in respect of, the Company Capital Stock or any split, distribution, combination or recapitalization of its capital stock the Company Capital Stock or any direct or indirect redemption, purchase or other acquisition by the Company of any of its capital stock, except any declaration of dividends payable by any COMPANY Subsidiary to the COMPANYCompany Capital Stock; (ivh) labor dispute or claim of unfair labor practices; (i) change of individuals in positions as officers, directors or management of the Company; (j) any increase in modification of the compensation, bonus, sales commissions or fee arrangement benefits payable or to become payable by it to any officers or Employees of the Company, or any increase in the compensation payable or to become payable to any of its respective officersthe Company’s officers or Employees of the Company, directorsor any bonus payment made to or arrangement made with any of such officers or Employees; (k) material increase in or modification of any bonus, stockholderspension, employeesinsurance or other employee benefit plan, consultants or agentsbenefits payable to, except payment or arrangement (including, but not limited to, the granting of options, restricted share awards or share appreciation rights) made to, for ordinary and customary bonuses and salary increases for employees or with any of the Company’s officers or Employees; (l) making of any loan, advance (other than reasonable advances for travel expenses made in the STOCKHOLDERSordinary course of business) or capital contribution to, or investment in, any Person; (m) entry into, amendment of, relinquishment, termination or nonrenewal by the Company of any contract, lease transaction, commitment or other right or obligation other than in accordance the ordinary course of business, consistent with past practice; (vn) any work interruptionspayment or discharge of a Lien or Liability, labor grievances which Lien or claims filed, Liability was not either (i) shown on Most Recent Balance Sheet or any similar event or condition of any character that would have a Material Adverse Effect; (viii) any distribution, sale or transfer, or any agreement to sell or transfer any material assets, property or rights of any of its respective business to any person, including, without limitation, the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers incurred in the ordinary course of business to persons other than business, consistent with past practice after the STOCKHOLDERS and their affiliatesdate of the Most Recent Balance Sheet; (viio) any cancellation, obligation or agreement liability incurred by the Company to cancel, any indebtedness or other obligation owing to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its assets, property officers or rights or requiring consent Employees (other than (i) for payments of any party to salary for services within the transfer and assignment scope of any such assets, property or rights; (ix) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire any property, rights or assets outside of their employment made in the ordinary course of business; (ii) reimbursement for reasonable expenses incurred on behalf of the Company; and (iii) for other standard employee benefits made generally available to all employees); (xp) any waiver of any of its material rights amendment or claimschange in the Company Organizational Documents or other agreements by or among the Effective Time Shareholders, on the one hand, and the Company, on the other hand; (xiq) deferral of the payment of any transaction by it accounts payable outside the ordinary course of their respective businessesbusiness or any discount, accommodation or other concession in order to accelerate or induce the collection of any receivable; (r) acceleration or release of any vesting condition to the right to exercise any option, warrant or other right to purchase or otherwise acquire any interests of the Company, or any acceleration or release of any right to repurchase interests of the Company upon the Shareholder’s termination of employment or services with the Company or pursuant to any right of first refusal; (s) sale, issuance, grant or authorization of the issuance or grant of: (i) any Company Capital Stock or other equity securities of the Company; (ii) any option, call, warrant, obligation, subscription, or other right to acquire any interests or other equity securities of the Company; or (iii) any instrument convertible into or exchangeable for any interests or other securities of the Company; or (xiit) any cancellation agreement or termination arrangement made by the Company to do any of a Material Contractthe foregoing.

Absence of Changes. Since the Balance Sheet Date, except Except as set forth on Schedule 5.253.7, since March 31, 2010, each Group Company has conducted its business in the ordinary course substantially consistent with past practices, and there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (ia) any event event, change, occurrence or circumstance (either singly that has had or in the aggregate) which would constitute reasonably be expected to have a Company Material Adverse Effect; (iib) any change in its authorized capital, or securities outstanding, or ownership interests or Lien placed on any grant of the properties of any optionsGroup Company, warrants, calls, conversion rights or commitmentsother than Permitted Liens; (iiic) any declaration purchase, sale, license or payment other disposition, or any agreement or other arrangement for the purchase, sale, license or other disposition, of any dividend material properties, rights or distribution assets (including Intellectual Property Rights) of any Group Company, in respect each case other than the purchase of its capital stock or supplies and/or the sale of inventory in the ordinary course of business; (d) any direct or indirect redemption, purchase or other acquisition by any Group Company of its own capital stock; or any bonus payments made to or with any officers or employees of any of its capital stock, except any declaration of dividends payable by any COMPANY Subsidiary to the COMPANYGroup Company; (ive) any increase claim of any employee of a Group Company alleging unfair labor practices; (f) any change in the compensation, bonus, sales commissions or fee arrangement compensation payable or to become payable payable, or benefits provided or to be provided, by it any Group Company to any of its respective officers, independent contractors or employees (other than increases in base salary or wages to employees or independent contractors or changes in benefit plans, in any case in the ordinary course of business consistent with past practice), any loans or advances made by any Group Company to any of its officers, directors, stockholders, employees, consultants independent contractors or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (v) any work interruptionsexcept expense allowances payable to officers, labor grievances independent contractors or claims filed, or any similar event or condition of any character that would have a Material Adverse Effect; (vi) any distribution, sale or transfer, or any agreement to sell or transfer any material assets, property or rights of any of its respective business to any person, including, without limitation, the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers employees in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice), providedor any bonus or equity-based grant arrangements made to or with any of such officers, furtherindependent contractors or employees, that such adjustments shall not be deemed to be included or the amendment of any of the foregoing, in Schedule 5.11 unless specifically listed thereoneach case except as required by law or by any contract, plan or arrangement existing as of the date of the Latest Balance Sheet; (viiig) any planresignation, termination or removal of any officer or senior manager of any Group Company or material loss of personnel of any Group Company or material change in the terms and conditions of the employment of any Group Company’s officers or senior managers; (h) any payment or discharge of a material Lien or liability of any Group Company which was not shown on the Latest Balance Sheet or incurred in the ordinary course of business consistent with its past practice thereafter; (i) any material contingent liability incurred by a Group Company as guarantor or otherwise with respect to the obligations of others or any cancellation of any material debt or claim owing to, or waiver of any right of, any Group Company, including any write-off or compromise of any accounts receivable, in each case other than in the ordinary course of business consistent with past practices; (j) any change in accounting methods or practices, collection policies, pricing policies or payment policies of any Group Company; (k) any loss or, to the Knowledge of the Company, any development that would reasonably be expected to result in a loss of any (i) any customer of the Group Companies’ ReMedPar business that has actual or potential annual commitments or payments to any Group Company in excess of $50,000, (ii) any customer of any Group Company (other than those identified in the foregoing subsection (i)) that has actual or potential annual commitments or payments to any Group Company in excess of $250,000, (iii) any supplier or distributor of any Group Company to which any actual or potential annual commitments or payments from any Group Company may be made in excess of $250,000, or (iv) any other significant business relationship of any Group Company; (l) any lapse, acceleration, modification, cancellation, expiration or termination or receipt of notice of termination of any Material Contract to which a Group Company was a party or by which it was bound, other than expirations or terminations pursuant to the anticipated expiration of the term of any such contract or agreement or arrangement granting modifications in the ordinary course of business consistent with past practices; (m) any preferential material Tax election, any amended material Tax Returns filed, any proceeding with respect to any material Tax claim or assessment relating to any Group Company settled or compromised, any extension or waiver of the limitation period applicable to any material Tax claim or assessment relating to any Group Company, or any material Tax Return or payment of material Taxes that effectively accomplishes one or more of the foregoing; (n) any amendment or modification to the Governing Documents of any Group Company; (o) any issuance, sale or disposal of any shares of capital stock, other ownership interest or debt of any Group Company, or any grant, option, warrants or other rights to purchase or acquire obtain (including upon conversion, exchange or exercise) any shares of the capital stock, other ownership interest in or debt of any Group Company, or the authorization of any of its assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rightsforegoing; (ixp) the lending of money to any purchase or acquisition of, or agreement, plan or arrangement Person (other than pursuant to purchase or acquire routine travel advances made to any property, rights or assets outside employee of a Group Company in the ordinary course of businessbusiness and consistent with past practices), or any Indebtedness incurred, assumed or guaranteed by any Group Company; (xq) any waiver of capital lease obligation incurred by any of its material rights or claims; (xi) any transaction by it outside the ordinary course of their respective businessesGroup Company; or (xiir) any cancellation agreement or termination understanding whether in writing or otherwise, for any Group Company to take any of a Material Contractthe actions specified in the foregoing clauses.

Absence of Changes. Since Except for the Balance Sheet execution and delivery ------------------ of this Agreement and the transactions to take place pursuant hereto on the Closing Date, since the Audited Financial Statement Date there has not been any material adverse change, or any event or development which, individually or together with other such events, could reasonably be expected to result in a material adverse change in the Business or Condition of the Company. Without limiting the foregoing, except as set forth on Schedule 5.25disclosed in Section 2.09 of the Disclosure ------------------------------ Schedule, there has not been with respect to occurred between the COMPANY Audited Financial Statement Date -------- and the COMPANY's Subsidiariesdate hereof: (ia) any event or circumstance (either singly or in the aggregate) which would constitute a Material Adverse Effect; (ii) any change in its authorized capitaldeclaration, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration setting aside or payment of any dividend or other distribution in respect of its any capital stock shares of the Company or any Subsidiary not wholly owned by the Company, or any direct or indirect redemption, purchase or other acquisition by the Company or any Subsidiary of any such capital shares of its capital stock, except the Company or any declaration of dividends payable Subsidiary not wholly owned by any COMPANY Subsidiary to the COMPANYCompany; (ivb) any authorization, issuance, sale or other disposition by the Company or any Subsidiary of any capital shares of the Company or any Subsidiary, or any modification or amendment of any right of any holder of any outstanding capital shares of the Company or any Subsidiary; (i) any increase in the compensationsalary, bonuswages or other compensation of any officer, sales commissions employee or fee consultant of the Company or any Subsidiary; (ii) any establishment or modification of (A) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment Contract or other employee compensation arrangement payable or (B) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment Contract or other employee compensation arrangement; or (iii) any adoption, entering into, amendment, modification or termination (partial or complete) of any Benefit Plan except to become payable the extent required by it applicable Law and, in the event compliance with legal requirements presented options, only to the extent the option which the Company or Subsidiary reasonably believed to be the least costly was chosen; (i) incurrences by the Company or any of its respective officersthe Subsidiaries of any Indebtedness other than under the Bridge Loan, directorsor (ii) any voluntary purchase, stockholderscancellation, employeesprepayment or complete or partial discharge in advance of a scheduled payment date with respect to, consultants or agentswaiver of any right of the Company or any Subsidiary under, except any Indebtedness of or owing to the Company or any Subsidiary (in either case other than any Indebtedness of the Company or a Subsidiary owing to the Company or a wholly-owned Subsidiary); (e) any physical damage, destruction or other casualty loss (whether or not covered by insurance) affecting any of the plant, real or personal property or equipment of the Company or any Subsidiary; (f) any material change in (i) any pricing, investment, accounting, financial reporting, inventory, credit, allowance or Tax practice or policy of the Company or any Subsidiary, (ii) any method of calculating any bad debt, contingency or other reserve of the Company or any Subsidiary for ordinary accounting, financial reporting or Tax purposes or (iii) the fiscal year of the Company or any Subsidiary; (g) any write-off or write-down of or any determination to write off or down any of the Assets and customary bonuses and salary increases for employees Properties of the Company or any Subsidiary; (h) any acquisition or disposition of, or incurrence of a Lien (other than a Permitted Lien) on, any Assets and Properties of the STOCKHOLDERS) Company or any Subsidiary, other than in accordance the ordinary course of business consistent with past practice; (vi) any work interruptions, labor grievances (i) amendment of the memorandum and articles of association (or claims filed, other comparable corporate charter documents) of the Company or any similar event Subsidiary, (ii) reorganization, liquidation or condition dissolution of the Company or any character that would have a Material Adverse EffectSubsidiary or (iii) Business Combination involving the Company or any Subsidiary and any other Person; (vij) any distributionentering into, sale amendment, modification, termination (partial or transfer, complete) or granting of a waiver under or giving any consent with respect to (i) any Contract which is required (or had it been in effect on the date hereof would have been required) to be disclosed in the Disclosure Schedule pursuant to Section 2.18(a) or (ii) any material License held by the Company or any agreement Subsidiary; (k) capital expenditures or commitments for additions to sell property, plant or transfer equipment of the Company and the Subsidiaries constituting capital assets in an aggregate amount exceeding US$100,000; (l) any material assets, property commencement or rights termination by the Company or any Subsidiary of any line of its respective business to business; (m) any persontransaction by the Company or any Subsidiary with any Seller, includingany officer, without limitationdirector, the STOCKHOLDERS and their affiliatesAffiliate or Associate of any Seller or any Associate of any such officer, director or Affiliate (other than distributions, sales the Company or transfers in any Subsidiary) (i) outside the ordinary course of business to persons consistent with past practice or (ii) other than on an arm's-length basis pursuant to a Contract in effect on the STOCKHOLDERS Audited Financial Statement Date and their affiliatesdisclosed to Purchaser pursuant to Section 2.18(a)(vii); (viin) any cancellation, or entering into of an agreement to cancel, any indebtedness do or other obligation owing to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest engage in any of its assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rights;foregoing after the date hereof; or (ixo) any purchase other transaction involving or acquisition of, development affecting the Company or agreement, plan or arrangement to purchase or acquire any property, rights or assets outside of the ordinary course of business; (x) any waiver of any of its material rights or claims; (xi) any transaction by it Subsidiary outside the ordinary course of their respective businesses; or (xii) any cancellation or termination of a Material Contractbusiness consistent with past practice.

Absence of Changes. Since the Balance Sheet Date, the Seller has conducted its Business in the ordinary course and except as contemplated herein or as set forth on Schedule 5.254.01(z), there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (i) any event or circumstance (either singly or change in the aggregate) which Business or Purchased Assets that, by itself or together with other changes, has had or would constitute have a Material Adverse Effect; (ii) any change in its authorized capitaldamage, destruction or securities outstanding, loss (whether or ownership interests not covered by insurance) with respect to the Business or any grant of any options, warrants, calls, conversion rights Purchased Assets that has had or commitmentswould have a Material Adverse Effect; (iii) any declaration or payment of any dividend or distribution in respect of its capital stock or any direct or indirect redemption, purchase or other acquisition of any of its capital stock, except any declaration of dividends payable by any COMPANY Subsidiary to the COMPANY; (iv) any increase in the compensation, bonus, accrued or earned bonus, sales commissions or fee arrangement arrangements payable or to become payable by it the Seller to any of its respective officers, directors, stockholdersmembers, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (nor has the Seller entered into or amended any Benefit Arrangement, Benefit Plan, employment, severance or other than the STOCKHOLDERS) in accordance with past practiceagreement relating to compensation or fringe benefits; (viv) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that has had or would have a Material Adverse Effect; (viv) any distribution, sale or transfer, or any agreement to sell or transfer transfer, any material assets, property or rights of any of its respective business the Seller to any personPerson, including, including without limitation, limitation the STOCKHOLDERS Members and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliatesAffiliates; (viivi) any cancellationcancellation of, or agreement to cancel, any indebtedness or indebtedness, any other obligation owing to itthe Seller, including without limitation any indebtedness or obligation of any STOCKHOLDERS Member or any affiliate Affiliate thereof, provided PROVIDED that it the Seller may negotiate and adjust bills in the course of good faith disputes with customers Customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included practice and in Schedule 5.11 unless specifically listed thereonthe ordinary course of business; (viiivii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its the assets, property or rights of the Seller or requiring consent of any party Person to the transfer and assignment of any such assets, property or rights; (ixviii) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of the ordinary course of businessbusiness of the Seller; (ix) any waiver of any material rights or claims of the Seller; (x) any waiver breach, amendment or termination of any of its material rights Contract or claimsother right to which the Seller is a party; (xi) any transaction by it the Seller outside the ordinary course of their respective businesses; orbusiness; (xii) any cancellation capital commitment by the Seller, either individually or in the aggregate, exceeding FIVE THOUSAND DOLLARS ($5,000); (xiii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Seller or the revaluation by the Seller of any of its assets other than changes in Tax accounting methods or practices required by law; (xiv) any creation or assumption by the Seller of any mortgage, pledge, security interest or lien or other encumbrance on any asset (other than Permitted Liens); (xv) any entry into, amendment of, relinquishment, termination or non- renewal by the Seller of a Material Contractany contract, lease transaction, commitment or other right or obligation requiring aggregate payments by the Seller in excess of FIVE THOUSAND DOLLARS ($5,000); (xvi) any loan by the Seller to any Person, any incurring by the Seller of any secured indebtedness, any incurring of any other unsecured indebtedness other than in the ordinary course of business and immaterial in amount, any guaranteeing by the Seller of any indebtedness, any issuance or sale of any debt securities of the Seller or any guaranteeing of any debt securities of others; (xvii) the commencement or notice or, to the knowledge of the Seller, threat of commencement of any lawsuit or proceeding against or investigation of the Seller or any of its affairs; or (xviii) negotiation or agreement by the Seller, the Members or any officer or employee thereof to do any of the things described in the preceding clauses (i) through (xvii) (other than negotiations with the Purchaser and its representatives regarding the transactions contemplated by this Agreement).

Absence of Changes. Since the Balance Sheet Date, except as set forth on Schedule 5.25, there has not been with respect to the COMPANY and the COMPANY's Subsidiaries:been: ------------------ (i) any event or circumstance (either singly or material adverse change in the aggregate) which would constitute a Material Adverse Effectfinancial condition, assets, liabilities (contingent or otherwise), income or business of the COMPANY; (ii) any damage, destruction or loss (whether or not covered by insurance) which has had a Material Adverse Effect on the COMPANY, taken as a whole; (iii) any change in the authorized capital of the COMPANY or in its securities outstanding or any change in its authorized capital, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iiiiv) any declaration or payment of any dividend or distribution in respect of its the capital stock or any direct or indirect redemption, purchase or other acquisition of any of its the capital stockstock of the COMPANY in an aggregate amount greater than $25,000, except any declaration for dividends and distributions to the STOCKHOLDER in amounts not in excess of dividends payable those necessary to cover the payment of income taxes by any COMPANY Subsidiary the STOCKHOLDER attributable to the COMPANY's Subchapter S income; (ivv) any increase in the compensation, bonus, sales commissions or fee fees arrangement payable or to become payable by it the COMPANY to any of its respective officers, directors, stockholders, employees, consultants or agents, except for agents other than ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance implemented on a basis consistent with past practicepractices; (vvi) any work interruptions, labor grievances or claims filed, or any similar proposed law or regulation or any event or condition of any character that would have character, which has had a Material Adverse EffectEffect on the COMPANY, taken as a whole; (vivii) any distribution, sale or transfer, or any agreement to sell or transfer transfer, any material assets, property or rights of any of its respective business the COMPANY to any person, including, without limitation, the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS STOCKHOLDER and their affiliates; (viiviii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to itthe COMPANY, including without limitation any indebtedness or obligation of any STOCKHOLDERS the STOCKHOLDER or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viiiix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its the assets, property properties or rights of the COMPANY or requiring consent of any party to the transfer and assignment of any such assets, property properties or rights; (ixx) any purchase or acquisition ofacquisition, or agreement, plan or arrangement to purchase or acquire acquire, any propertyproperties, rights or assets outside of the ordinary course of business; (x) any waiver of any of its material rights or claimsCOMPANY; (xi) any waiver of any material rights or claims of the COMPANY; (xii) any breach, amendment or termination of any material contract, agreement, license, permit or other right to which the COMPANY is a party; or (xiii) any transaction by it the COMPANY outside the ordinary course of their respective businesses; or (xii) any cancellation or termination of a Material Contractits business.

Absence of Changes. Since the Balance Sheet Date, except Except as set forth on Schedule 5.25in Section 3.12 of the Disclosure Schedule, since December 31, 1999, the Company has conducted its respective business only in the ordinary and usual course consistent with past practice and there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (ia) any event or circumstance (either singly occurrence which has had or in the aggregate) which would constitute a Material Adverse Effect; (ii) any change in its authorized capital, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration or payment of any dividend or distribution in respect of its capital stock or any direct or indirect redemption, purchase or other acquisition of any of its capital stock, except any declaration of dividends payable by any COMPANY Subsidiary be reasonably likely to the COMPANY; (iv) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it to any of its respective officers, directors, stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effect; (vib) any distributiontransaction, sale commitment, contract or transfer, agreement entered into by the Company or any agreement to sell or transfer any material assets, property or rights relinquishment by the Company of any contract or other right in any case having a value of its respective business to any person, including, without limitation, the STOCKHOLDERS and their affiliates, or involving aggregate payments or value in excess of $100,000 other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ix) 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; (xc) any waiver redemption or other acquisition of any Company Stock by the Company or any declaration, setting aside, or payment of any dividend or distribution of any kind with respect to any Company Stock; (d) any increase in compensation, bonus or other benefits payable or to become payable by the Company to any of its material rights directors, officers or claims; (xi) any transaction by it outside employees, other than in the ordinary course of their respective businessesbusiness; (e) any entering into or granting by the Company of any new employment agreement providing for annual compensation over $100,000, any new employee benefit, deferred compensation or other similar employee benefit arrangement, or any new consulting arrangement providing for annual compensation over $100,000 or any grant of any severance or termination rights to any director, officer or employee of the Company or any increase in benefits payable under existing severance or termination pay policies or employment agreements; (f) any change in accounting policies, principles, methods or practices, including any material change with respect to reserves (whether for bad debts, contingent liabilities or otherwise) of the Company; (g) any making by the Company of any loan or advance to any stockholder, officer, director or consultant (other than expense advances made in the ordinary course of business), or any other loan or advance otherwise than in the ordinary course of business; (h) except for inventory or equipment acquired in the ordinary course of business, any acquisition by the Company of all or any part of the assets, properties, capital stock or business of any other person or entity; (i) any destruction of, damage to or loss of any assets material to the business of the Company (whether or not covered by insurance); (j) a material adverse change in a material customer, supplier, licensee or licensor relationship including any cancellation, termination or adverse modification or threatened cancellation, termination or adverse modification of any such relationship; (k) any claim of wrongful discharge or claim of other unlawful labor practice or action made or brought against the Company; (l) any litigation commenced or, to the Company's Knowledge, threatened against the Company; (m) except in the ordinary course of business, any sale, abandonment or any other disposition of any of the Company's assets or properties; (n) any disposition or lapse of rights with respect to any Company Intellectual Property or any disclosure to third parties with respect thereto except in the ordinary course of business and consistent with past practice; or (xiio) any cancellation commitment, understanding or termination agreement by the Company or any of a Material Contractits directors, officers or employees to do any of the things described in the preceding clauses (a) through (n), other than any such commitment, understanding or agreement which by its terms has expired or been terminated.

Absence of Changes. Since the Balance Sheet Date, except as set forth ------------------ on Schedule 5.25, there has not been with respect to the COMPANY and the COMPANY's Subsidiaries: (i) any event or circumstance (either singly or in the aggregate) which would constitute a Material Adverse Effect; (ii) any change in its authorized capital, or securities outstanding, or ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iii) any declaration or payment of any dividend or distribution in respect of its capital stock or any direct or indirect redemption, purchase or other acquisition of any of its capital stock, except any declaration of dividends payable by any COMPANY Subsidiary to the COMPANY; (iv) any increase of more than five percent (5%) in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by it to any of its respective officers, directors, stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice; (v) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character that would have a Material Adverse Effect; (vi) any distribution, sale or transfer, or any agreement to sell or transfer any material assets, property or rights of any of its respective business to any person, including, without limitation, including the STOCKHOLDERS and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliates; (vii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to it, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereof, provided that it may negotiate and adjust -------- bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed -------- ------- to be included in Schedule 5.11 unless specifically listed thereon; (viii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its assets, property or rights or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (ix) 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; (x) any waiver of any of its material rights or claims; (xi) any transaction by it outside the ordinary course of their respective businesses; or (xii) any cancellation or termination of a Material Contract.

Absence of Changes. Since December 31, 2000 and through the Balance Sheet Datedate hereof, the Company has conducted its business in the ordinary course and, except as contemplated herein or as set forth on Schedule 5.253.29, there has not been with respect to the COMPANY and the COMPANY's Subsidiariesbeen: (ia) any event or circumstance (either singly or in the aggregate) which would constitute a Material Adverse EffectEffect on the Company; (iib) any damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties or business of the Company; (c) any change in the authorized capital of the Company or in its authorized capital, outstanding securities or securities outstanding, or any change in its ownership interests or any grant of any options, warrants, calls, conversion rights or equity commitments; (iiid) any declaration or payment of any dividend or distribution in respect of its the capital stock stock, or any direct or indirect redemption, purchase or other acquisition of any of its the capital stock, except any declaration stock of dividends payable by any COMPANY Subsidiary to the COMPANYCompany; (ive) any increase in the compensation, bonus, sales commissions or fee arrangement arrangements payable or to become payable by it the Company to any of its respective officers, directors, stockholdersStockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees (other than the STOCKHOLDERS) in accordance with past practice, nor has the Company entered into or amended any Company Benefit Arrangement, Company Plan, employment, severance or other agreement relating to compensation or fringe benefits; (vf) any work interruptions, interruptions or labor grievances involving, or claims filed, or any similar event or condition of any character that would have a Material Adverse Effectfiled against the Company; (vig) any distribution, sale or transfer, or any agreement to sell or transfer transfer, other than in the ordinary course of business, any material assets, property or rights (including without limitation any Company Intellectual Property) material to the business of any of its respective business the Company to any personPerson, including, including without limitation, limitation the STOCKHOLDERS Stockholders and their affiliates, other than distributions, sales or transfers in the ordinary course of business to persons other than the STOCKHOLDERS and their affiliatesAffiliates; (viih) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to itthe Company in excess of $250,000, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any affiliate thereofthe Stockholders and their affiliates, provided that it may negotiate and adjust except for the adjustment of bills in the course of good faith disputes with customers in a manner consistent with past practice, provided, further, that such adjustments shall not be deemed to be included in Schedule 5.11 unless specifically listed thereon; (viiii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of its the material assets, property or rights of the Company or requiring consent of any party to the transfer and assignment of any such material assets, property or rights; (ixj) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire acquire, any property, rights or assets outside of the ordinary course of businessbusiness of the Company; (xk) any waiver of any of its material rights or claimsof the Company; (xil) any transaction breach, amendment or termination of any Material Contract; (m) any single capital expenditure or commitment by it outside the Company exceeding $250,000; (n) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or the revaluation by the Company of any of its assets, except in accordance with GAAP; (o) any creation or assumption by the Company of any mortgage, pledge, security interest or lien or other encumbrance on any material asset (other than Permitted Liens); (p) any entry into, amendment of, relinquishment, termination or non-renewal by the Company of any contract, lease transaction, commitment or other right or obligation requiring aggregate payments by the Company in excess of $250,000 that was not incurred in accordance with the Company's annual operating plan, a true and correct copy of which has been delivered to NII; (q) except in connection with the Company's credit facility, any loan by the Company to any Person or entity, incurring by the Company, of any indebtedness for borrowed money, guaranteeing by the Company of any indebtedness for borrowed money, issuance or sale of any debt securities of the Company or guaranteeing of any debt securities of others; (r) the commencement or notice to the Company or, to the knowledge of the Company, threat of commencement, of any lawsuit or proceeding against, or investigation of, the Company or any of its affairs; (s) any discharge or satisfaction by the Company of any Lien or Encumbrance or payment by the Company of any obligation or liability other than the Company's current liabilities in the ordinary course of their respective businesses; orbusiness and Permitted Liens; (xiit) any cancellation charitable contribution or termination pledge by the Company; and (u) any investment in or incorporation of a Material Contractany Subsidiary; or negotiation or agreement by the Company or any officer or employee thereof to do any of the things described in the preceding clauses (a) through (t) (other than negotiations with NII and FMTTM and its representatives regarding the transactions contemplated by this Agreement).