Common use of Absence of Changes Clause in Contracts

Absence of Changes. Since the Balance Sheet Date and except as provided in Schedule 3.10 there has not been: (a) any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effect; (b) any change, except changes in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effect, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (c) any damage, destruction or loss, whether or not covered by insurance, having or which could reasonably be expected to have a Material Adverse Effect; (d) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (e) any loans made by the Company to the Company’s employees or directors other than travel advances made in the ordinary course of business; (f) any extraordinary increases in the compensation of any of the Company’s employees or directors; (g) any declaration or payment of any dividend or other distribution of the assets of the Company; (h) any issuance or sale by the Company (whether or not contingent) of any shares of its Common Stock, Preferred Stock or any other securities (including derivative securities); (i) any transaction or agreement consummated or entered into by the Company other than in the ordinary course of business; (j) to the Company’s knowledge, any other event or condition of any character that has or is reasonably likely to have a Material Adverse Effect; (k) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets (except for a license granted in the ordinary course of business); or (l) the entrance by the Company into any agreement or commitment or the arising of any obligation by the Company to do any of the things described in this Section 3.10.

Absence of Changes. Since Except as set forth in Part 2.5 of the Purchaser Disclosure Schedule, since the Balance Sheet Date and except as provided in Schedule 3.10 through the date of this Agreement, (a) there has not been: been any Material Adverse Effect on the Purchaser; (ab) there has not been any change loss, damage or destruction to, or any interruption in the assetsuse of, liabilities, financial condition or operations any of the Company material assets of the Purchaser; (c) the Purchaser has not declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock or repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities; (d) the Purchaser has not amended or waived any of its rights under, or authorized the acceleration of vesting under any provision of any of the Company's equity incentive plans or any other Contract evidencing or relating to any equity award (whether payable in cash or stock); (e) except as contemplated by the Purchaser Restated Certificate, the Purchaser has not amended its certificate of incorporation or bylaws or other charter or organizational documents and the Purchaser has not effected any merger, consolidation, recapitalization, stock split or similar transaction; (f) the Purchaser has not made any capital expenditure in excess of $150,000, purchased or otherwise acquired or sold or otherwise transferred any asset to any other Person or leased or licensed any asset to or from that reflected any other Person, in the Financial Statementseach such case, except changes other than in the ordinary course of business or in connection with the disposal of obsolete assets; (g) the Purchaser has not entered into any transaction or taken any other action outside the ordinary course of business that have not had and cannot would reasonably be expected to have a Material Adverse Effect; (b) any change, except changes in Effect on the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effect, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (c) any damage, destruction or loss, whether or not covered by insurance, having or which could reasonably be expected to have a Material Adverse Effect; (d) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (e) any loans made by the Company to the Company’s employees or directors other than travel advances made in the ordinary course of business; (f) any extraordinary increases in the compensation of any of the Company’s employees or directors; (g) any declaration or payment of any dividend or other distribution of the assets of the CompanyPurchaser; (h) the Purchaser has not made any issuance or sale by the Company payment (whether of interest, principal or not contingentotherwise) with respect to any indebtedness of any shares of its Common Stockthe Purchaser, Preferred Stock or any other securities (including derivative securities)excluding however ordinary course vendor and supplier financing as well as non-debt obligations pursuant to customer contracts and strategic partnerships; and (i) any transaction the Purchaser has not agreed, committed or agreement consummated offered (in writing or entered into by the Company other than in the ordinary course of business; (jotherwise) to the Company’s knowledge, any other event or condition of any character that has or is reasonably likely to have a Material Adverse Effect; (k) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets (except for a license granted in the ordinary course of business); or (l) the entrance by the Company into any agreement or commitment or the arising of any obligation by the Company to do take any of the things described in this Section 3.10actions referred to above.

Absence of Changes. Since Except as set forth in Part 2.5 of the Company Disclosure Schedule, since the Balance Sheet Date and except as provided in Schedule 3.10 through the date of this Agreement, (a) there has not been: been any Material Adverse Effect on the Company; (ab) there has not been any change loss, damage or destruction to, or any interruption in the assetsuse of, liabilities, financial condition or operations any of the material assets of the Company; (c) the Company from that reflected has not declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock or repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities; (d) except as set forth in the Financial StatementsRetention Arrangements, except changes the Company has not amended or waived any of its rights under, or authorized the acceleration of vesting under any provision of any of the Company's equity incentive plans or any other Contract evidencing or relating to any equity award (whether payable in cash or stock); (e) the Company has not amended its certificate of incorporation or bylaws or other charter or organizational documents and the Company has not effected any merger, consolidation, recapitalization, stock split or similar transaction; (f) the Company has not made any capital expenditure in excess of $150,000, purchased or otherwise acquired or sold or otherwise transferred any asset to any other Person or leased or licensed any asset to or from any other Person, in each such case, other than in the ordinary course of business or in connection with the disposal of obsolete assets; (g) the Company has not entered into any transaction or taken any other action outside the ordinary course of business that have not had and cannot would reasonably be expected to have a Material Adverse Effect; (b) any change, except changes in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effect, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (c) any damage, destruction or loss, whether or not covered by insurance, having or which could reasonably be expected to have a Material Adverse Effect; (d) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (e) any loans made by the Company to the Company’s employees or directors other than travel advances made in the ordinary course of business; (f) any extraordinary increases in the compensation of any of the Company’s employees or directors; (g) any declaration or payment of any dividend or other distribution of the assets of Effect on the Company; (h) any issuance or sale by the Company has not made any payment (whether of interest, principal or not contingentotherwise) with respect to any indebtedness of any shares of its Common Stockthe Company, Preferred Stock or any other securities (including derivative securities)excluding however ordinary course vendor and supplier financing as well as non-debt obligations pursuant to customer contracts and strategic partnerships; and (i) any transaction or agreement consummated or entered into by the Company other than has not agreed, committed or offered (in the ordinary course of business; (jwriting or otherwise) to the Company’s knowledge, any other event or condition of any character that has or is reasonably likely to have a Material Adverse Effect; (k) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets (except for a license granted in the ordinary course of business); or (l) the entrance by the Company into any agreement or commitment or the arising of any obligation by the Company to do take any of the things described in this Section 3.10actions referred to above.

Absence of Changes. Since Except as disclosed in the Balance Sheet Date and except as provided in Schedule 3.10 there has not beenSEC Reports, since ------------------ December 31, 1999: (a) any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, except changes has not entered into any transaction which was not in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effectbusiness; (b) there has been no damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the business or operations of the Company; (c) the Company has not declared or paid any dividend or made any distribution on its stock, or redeemed, purchased or otherwise acquired any of its stock; (d) there has not been any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; (e) there has been no resignation or termination of employment of any key officer, consultant or employee of the Company, and the Company does not know of the impending resignation or termination of employment of any such officer, consultant or employee that if consummated would have a materially adverse effect on its business; (f) there has been no labor organization activity or labor dispute involving the Company or its employees and no labor dispute is pending or, to the best of the Company's knowledge, threatened; (g) there has not been any change, except changes in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effectbusiness, in the contingent obligations of the Company Company, by way of guaranty, endorsement, indemnity, warranty or otherwise; (ch) there have not been any damageloans made by the Company to any of its employees, destruction officers or loss, whether or not covered by insurance, having or which could reasonably be expected to have a Material Adverse Effectdirectors other than travel advances and office advances made in the ordinary course of business; (di) there has not been any waiver or compromise by the Company of a valuable right or of a material debt owed to it; and (ej) there has not been any loans made debt, obligation or liability incurred, assumed or guaranteed by the Company to the Company’s employees or directors other than travel advances made , except those for immaterial amounts and for current liabilities incurred in the ordinary course of business; (fk) there has not been any extraordinary increases in the compensation satisfaction or discharge of any of the Company’s employees lien, claim or directors; (g) any declaration encumbrance or payment of any dividend obligation by the Company, except in the ordinary course of business and that is not material to the assets, properties, financial condition, operating results or other distribution business of the assets Company (as such business is presently conducted and as it is proposed to be conducted); (l) the Company has not received notice that there has been a loss of, or material order cancellation by, any major customer or supplier of the Company; (hm) any issuance there has been no mortgage, pledge, transfer of a security interest in, or sale lien, created by the Company Company, (whether or not contingentn) of any shares of its Common Stock, Preferred Stock or any other securities (including derivative securities); (i) any transaction or agreement consummated or entered into by the Company other than in the ordinary course of business; (j) to the Company’s knowledge, any other event or condition of any character that there has or is reasonably likely to have a Material Adverse Effect; (k) any been no sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets; (o) there has been no change in any material agreement to which the Company is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of the Company; (p) with respect to any of its material properties or assets, except liens for taxes not yet due or payable; there has been no other event or condition of any character pertaining to and materially and adversely affecting the assets or business of the Company; and (except for a license granted in the ordinary course of business); or (lq) the entrance by the Company has not entered into any agreement arrangement or commitment or the arising of any obligation by the Company to do any of the things acts described in this Section 3.10subsection (a) through (p) above.

Absence of Changes. Since the Balance Sheet Date and except Except as provided specifically set forth in Schedule 3.10 there has not been------------------ this Agreement, since September 30, 1998: (a) any change in the assets, liabilities, financial condition or operations of the Company from has not entered into any transaction that reflected in the Financial Statements, except changes was not in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effectbusiness; (b) any change, except changes there has been no material adverse change in the ordinary course condition (financial or otherwise) of the business, prospects, property, assets or liabilities of the Company; (c) there has been no damage to, destruction of or loss of physical property (whether or not covered by insurance) materially and adversely affecting the assets, financial condition, operating results, prospects, business or operations of the Company; (d) the Company has not declared or paid any dividend or made any distribution on its stock, or redeemed or purchased or otherwise acquired any of its stock or incurred any material tax liability; (e) the Company has not changed any compensation arrangement or agreement with any of its key employees or executive officers, or changed the rate of pay of its employees as a group; (f) the Company has not received notice that have there has been a loss of a material customer of the Company; (g) the Company has not had and cannot reasonably be expected to changed or amended any contract by which the Company or any of its assets are bound or subject that would have a Material Adverse Effectmaterial adverse effect on the Company; (h) there has been no resignation or termination of employment of any officer or key employee of the Company, and the Company does not know of any impending resignation or termination of employment of any such officer or key employee that if consummated would have a material adverse effect on the Company; (i) there has been no labor dispute involving the Company or any of its employees and, to the knowledge of the Company, none is pending or threatened, (j) there has been no material and adverse change in the contingent obligations obligation of the Company (nor in any material contingent obligation of the Company regarding any director, stockholder or key employee or officer of the Company) by way of guaranty, endorsement, indemnity, warranty or otherwise; (ck) there have been no loans or guarantees made by the Company to any damageof its employees, destruction officers or loss, whether or not covered by insurance, having or which could reasonably be expected to have a Material Adverse Effectdirectors other than travel advances and other advances made in the ordinary course of business; (d1) any there has been no waiver or compromise by the Company of a valuable right or of a debt owing to the Company that would have a material debt owed to itadverse effect on the Company; (em) there has not been any loans made satisfaction or discharge of any material lien, claim or encumbrance or any payment of any material obligation by the Company to the Company’s employees or directors other than travel advances made except in the ordinary course of business; (f) any extraordinary increases in business and that is not material to the compensation of any of the Company’s employees assets, properties, financial condition, operating results or directors; (g) any declaration or payment of any dividend or other distribution of the assets business of the Company; (hn) any issuance or sale by the Company (whether has not sold or not contingent) of transferred any shares of patent, service xxxx, trade name, copyright, trade secret or proprietary right necessary for its Common Stock, Preferred Stock or any other securities (including derivative securities); (i) any transaction or agreement consummated or entered into by the Company other than in the ordinary course of business; and (jo) to the Company’s knowledge, any there has been no other event or condition of any character that has or is reasonably likely to would have a Material Adverse Effect; (k) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets (except for a license granted in material adverse effect on the ordinary course of business); or (l) the entrance by the Company into any agreement or commitment or the arising of any obligation by the Company to do any of the things described in this Section 3.10Company.

Absence of Changes. Since the date of the Company Balance Sheet Date and except as provided set forth in Schedule 3.10 there has not been: (a) any change in 2.8, Company and its Subsidiary have conducted the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effect; (b) any change, except changes in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effect, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (c) any damage, destruction or loss, whether or not covered by insurance, having or which could reasonably be expected to have a Material Adverse Effect; (d) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (e) any loans made by the Company to the Company’s employees or directors other than travel advances made Business in the ordinary course of business; , consistent with past practices and since such date there has not been (fa) a Company Material Adverse Effect or any circumstance, event, occurrence or development that, individually or in the aggregate, has had or would have a Company Material Adverse Effect, (b) any extraordinary increases in the compensation waivers by Company or its Subsidiary of any right, or cancellations of the Company’s employees any debt or directors; claim, of substantial value, (gc) any declaration declarations, set asides or payment payments of any dividend or other distribution distributions or payments in respect of the assets of the Company; (h) any issuance or sale by the Company (whether or not contingent) of any shares of its Common Stock, Preferred Stock (d) any changes in the accounting principles or methods which are utilized by Company and its Subsidiary, (e) any amounts borrowed or any other securities liabilities (including derivative securities); (iabsolute or contingent) any transaction incurred by Company or agreement consummated or entered into by the Company its Subsidiary, other than in the ordinary course of business; , (j) to the Company’s knowledge, any other event or condition of any character that has or is reasonably likely to have a Material Adverse Effect; (kf) any saleliens discharged or satisfied or any obligations or liabilities (absolute or contingent) paid by Company or its Subsidiary, assignment other than in the ordinary course of business, (g) any material assets, either tangible or transfer intangible, of Company or its Subsidiary mortgaged, pledged or subjected to a lien, other than in the ordinary course of business consistent with past practices, (h) any material tangible assets of Company sold, assigned or transferred, other than the sale of inventory in the ordinary course of business, (i) any patents, trademarks, trade names, copyrights, trade secrets or other intangible assets of Company or its Subsidiary sold, assigned or transferred, (except for a license granted in the ordinary course j) any losses of business); material property of Company or its Subsidiary, (k) any expenditures by Company or its Subsidiary of any material amount, or any bonuses or extraordinary salary increases, or (l) the entrance by the Company into any agreement amendments or commitment or the arising terminations of any obligation by the Company to do any of the things described in this Section 3.10material agreement.

Absence of Changes. Since January 1, 2010, (i) Seller has conducted the Balance Sheet Date and except as provided in Schedule 3.10 there has not been: (a) any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, except changes Aviation Business only in the ordinary course and consistent with past practice, (ii) to the Knowledge of business that Seller, there have not been any developments or events which have had and cannot reasonably be expected to have a Material Adverse Effect; (b) any change, except changes in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effect, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (c) any damage, destruction or loss, whether or not covered by insurance, having or which could reasonably be expected to have a Material Adverse Effect; (d) any waiver have, individually or compromise by in the Company of a valuable right or of aggregate, a material debt owed adverse effect on the Business, Assets, operations, condition (financial or otherwise) or liabilities (including in respect of environmental matters) of Seller, or the ability of Seller to it; perform its obligations and to consummate the transactions under this Agreement, (eiii) Seller has not, except as contemplated by this Agreement, (A) incurred any loans made by the Company to the Company’s employees or directors other than travel advances made in the ordinary course of business; (f) any extraordinary increases in the compensation of Encumbrance upon any of the Company’s employees or directors; (g) any declaration or payment of any dividend or other distribution of the assets of the Company; (h) any issuance or sale by the Company (whether or not contingent) of any shares of its Common Stock, Preferred Stock or any other securities (including derivative securities); (i) any transaction or agreement consummated Assets or entered into by the Company any commitment to do so, (B) incurred any indebtedness other than in the ordinary course of business; , (jC) guaranteed, assumed or refinanced any indebtedness (other than forbearance agreements and amendments to credit facilities with Wxxxx Fargo and the Company’s knowledgeDIP Credit Agreement), (D) changed any of the accounting or tax principles, practices or methods used by it unless required by changes in applicable tax laws, (E) changed the compensation or benefits payable or to become payable to any of its employees, agents or consultants, (F) entered into, or extended or amended the terms of, any other event employment or condition consulting or similar agreements with, or otherwise hired or engaged any, officers, employees or consultants, (G) entered into any collective bargaining agreement, (viii) entered into, amended, renewed or permitted the automatic renewal of, or terminated or waived any right under, any Aviation Contract, (H) failed to preserve the goodwill of suppliers, customers and others having business relations with any character that has or is reasonably likely to have a Material Adverse Effect; (k) any saleof them, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets (except for a license granted in the ordinary course of business); or (lI) the entrance by the Company into agreed or made any agreement or commitment or the arising of any obligation by the Company to do any of the things described in this Section 3.10foregoing.

Absence of Changes. Since Except as disclosed on Disclosure Schedule 3.22, since the Balance Sheet Date date of the most recent of the Financials (December 31, 2014), the Acquired Companies have conducted the Operations only in the ordinary course of business and except as provided in Schedule 3.10 there has not been: (a) any change in the assets, liabilities, financial condition or operations membership interests of any of the Company from that reflected Acquired Companies or in any of the Financial Statements, except changes rights afforded by reason of the membership interests in any of the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse EffectAcquired Companies; (b) any changerepurchase, except changes redemption, retirement, or transfer of any membership interest in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effect, in the contingent obligations any of the Company by way of guaranty, endorsement, indemnity, warranty or otherwiseAcquired Companies; (c) the declaration of, or payment of, any damagedividend, destruction distribution or lossother payment related to the membership interests in any of the Acquired Companies, whether or not covered by insuranceother than distributions to enable the members to pay Taxes that are consistent with the Acquired Companies’ past practice and other than the distributions contemplated in Section 5.04, having or which could reasonably be expected to have a Material Adverse Effectdistributions do not result in the Net Working Capital being negative; (d) any waiver or compromise by amendment to any of the Company of a valuable right or of a material debt owed to itOrganizational Documents; (e) any loans made payment or increase by any of the Company Acquired Companies of any bonuses, salaries, or other compensation to any member, manager, officer, or employee, or any entry by any of the Company’s employees Acquired Companies into any employment, severance, bonus or directors other than travel advances made in the ordinary course of businesssimilar contract with any member, manager, officer, or employee; (f) any extraordinary increases the adoption of, or increase in the compensation payments to or benefits under, any Employee Benefit Plans by any of the Acquired Companies; (g) damage to or destruction of or loss of any asset or property of any of the Company’s employees or directors; (g) any declaration or payment of any dividend or other distribution of the assets of the CompanyAcquired Companies; (h) any issuance the sale, lease, or sale by the Company (whether or not contingent) other disposition of any shares of its Common Stock, Preferred Stock asset or any other securities (including derivative securities); (i) any transaction or agreement consummated or entered into by the Company other than in the ordinary course of business; (j) to the Company’s knowledge, any other event or condition property of any character that has of the Acquired Companies (or is reasonably likely to have a Material Adverse Effect; (k) any sale, assignment or transfer than the sale of any patents, trademarks, copyrights, trade secrets or other intangible assets (except for a license granted Inventory in the ordinary course of business); or (l) the entrance by the Company into any agreement or commitment , or the arising imposition of any obligation by the Company to do Encumbrance on or against any asset or property of any of the things described in this Section 3.10.Acquired Companies;

Absence of Changes. Since the Balance Sheet Date and except Except as provided in set forth on Schedule 3.10 there has not been: 3.34, since December 31, 2006, (a) any change the Company has conducted its business only in the assetsOrdinary Course of Business; (b) Company has not made any capital investment in, liabilitiesany loan to, financial condition or operations any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions); (c) Company from has not incurred, created or otherwise become liable for any indebtedness and has not delayed or postponed the payment of accounts payable and other liabilities; (d) Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property that reflected is material, either individually or in the aggregate, to Company’s business; (e) except as disclosed in the Financial Statements, except changes Company has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in the ordinary course cash or in kind) or redeemed, purchased, or otherwise acquired any of business that have not had and cannot reasonably be expected its capital stock, or granted any Person any option or other right to have a Material Adverse Effect; (b) acquire any change, except changes in the ordinary course shares of business that have not had and cannot reasonably be expected to have a Material Adverse Effect, in the contingent obligations capital stock or other securities of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (c) any damage, destruction or loss, whether or not covered by insurance, having or which could reasonably be expected to have a Material Adverse Effect; (d) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (e) any loans made by the Company to the Company’s employees or directors other than travel advances made in the ordinary course of business; (f) Company has not entered into any extraordinary increases employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (g) Company has not granted any increase in the compensation of any of the Company’s employees its directors or directors; (g) officers or any declaration or payment of any dividend or other distribution of the assets of the Companyemployees; (h) Company has not adopted, amended, modified, or terminated, in any issuance material respect, any bonus, profit sharing, incentive, severance, employee benefit or sale by other plan, contract, or commitment for the Company (whether or not contingent) benefit of any shares of its Common Stockdirectors, Preferred Stock officers, and employees (or taken any such action with respect to any other securities (including derivative securitiesBenefit Plan); (i) Company has not changed any transaction method or agreement consummated or entered into principle of accounting except to the extent required by the Company other than in the ordinary course of businessGAAP; and (j) except for matters of general knowledge in the industry related to general economic or industry conditions, there has not been any change in or development with respect to the Company’s knowledgebusiness, any other event operations, condition (financial or condition otherwise), results of any character that has operations, assets or is liabilities, except for changes and developments which have not had and would not reasonably likely be expected to have have, individually or in the aggregate, a Material Adverse Effect; (k) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets (except for a license granted in the ordinary course of business); or (l) the entrance by the Company into any agreement or commitment or the arising of any obligation by the Company to do any of the things described in this Section 3.10.

Absence of Changes. Since the Balance Sheet Date and except Except as provided set forth in Schedule 3.10 4.10 attached hereto or as otherwise contemplated by this Agreement there has not been: (a) been any change in the assetsAssets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, Statements except changes in the ordinary course of business that have not had and cannot reasonably be expected to have resulted, either individually or in the aggregate, in a Material Adverse Effect; . Except as set forth in Schedule 4,10 or as contemplated by this Agreement, since September 30, 2011 there has not been: (ba) any change, except changes in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effect, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (c) any extraordinary damage, destruction or loss, whether or not covered by insurance, having or which could reasonably be expected to have a Material Adverse Effect; (db) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (ec) any loans or guarantees made by the Company to or for the Company’s employees benefit of its shareholders, employees, officers or directors or any shareholder of their immediate families other than travel advances made in the ordinary course of business; (d) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business; (e) any material or adverse change or amendment to a Material Contract; (f) any extraordinary increases new hire or resignation or termination of employment of any key employee or any material change in the any compensation arrangement or other employment terms of any key employee; (g) any sale, disposition, assignment or transfer of any of the Company’s employees 's Assets or directors; (g) any declaration or payment of any dividend or other distribution properties of the assets Company except in the ordinary course of the Companybusiness; (h) any issuance or sale security interest created by the Company (whether or not contingent) of Company, with respect to any shares of its Common Stockrespective material properties or Assets, Preferred Stock except statutory liens for taxes not yet due or any other securities (including derivative securities)payable; (i) any transaction declaration, setting aside or agreement consummated payment or other distribution in respect of any of the REPO Shares of the Company, or any direct or indirect redemption, purchase or other acquisition of any such REPO Shares by the Company; (j) any borrowing of any amount or incurrence or subjection to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business; (k) any issuance of any notes, bonds or other debt securities or any REPO Shares or other equity securities or any securities convertible, exchangeable or exercisable into any REPO Shares or other equity securities; (1) any investment in any other entity or steps taken to incorporate any Subsidiary; (m) any capital expenditures or commitments therefor; (n) any material change in the accounting methods, principles or practices used by the Company Company, (o) any other material transaction other than in the ordinary course of business; or (jp) to the Company’s knowledge, any other event or condition of any character that has or is might reasonably likely be expected to have a Material Adverse Effect; (k) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets (except for a license granted in the ordinary course of business); or (l) the entrance by the Company into any agreement or commitment or the arising of any obligation by the Company to do any of the things described in this Section 3.10.

Absence of Changes. Since Except as scheduled on Schedule 2.6 and as may be reflected in this Agreement or the Balance Sheet Date and except as provided in Schedule 3.10 other Schedules hereto since September 1 St, 1999, there has not been: been (ai) any change material adverse changes in the assets, liabilities, financial condition or operations in the operations, business, prospects, properties or assets of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse EffectCompanies; (bii) any change, except changes in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effect, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (c) any damagematerial damages, destruction or lossloss to any of the properties or assets of the Companies, whether or not covered by insurance, having which might adversely affect or which could reasonably be expected impair the ability of the Companies to have a Material Adverse Effectconduct their business; (diii) any waiver labor trouble or compromise by any event or condition of any character related thereto which may materially and adversely affect the Company business of a valuable right or of a material debt owed to itthe Companies'; (eiv) any loans made by the Company declaration, setting aside or payment of any dividend or any distribution with respect to the Company’s employees capital stock of the Companies; (v) any contingent liability incurred by either of the Companies as a guarantor or directors 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 than travel advances made disposition or any other agreement for the purchase, sale or disposition of any of the properties or assets of the Companies except in the ordinary course of business; (fviii) any extraordinary increases change in compensation in excess of ten percent (10%) per annum payable or to become payable by the Companies to any of its officers, 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 compensation form of any of the Company’s employees salary or directorsother compensation; (gx) any declaration expense allowance paid to any person whether in the form of advance or payment loan except for reimbursement of any dividend expenses previously incurred or other distribution of the assets of the Company; (h) any issuance or sale by the Company (whether or not contingent) of any shares of its Common Stock, Preferred Stock or any other securities (including derivative securities); (i) any transaction or agreement consummated or entered into by the Company other than reasonable expenses incurred in the ordinary course of business; (j) to the Company’s knowledge, any other event or condition of any character that has or is reasonably likely to have a Material Adverse Effect; (k) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets (except for a license granted in the ordinary course of business); or (l) the entrance by the Company into any agreement or commitment or the arising of any obligation by the Company to do any of the things described in this Section 3.10.

Absence of Changes. Since the Balance Sheet Date and except Except as provided in described on Schedule 3.10 3.23, since June 30, 1996, there has ------------- not beenbeen any transaction or occurrence in which the Company has: (a) issued or delivered any change in the assets, liabilities, financial condition stock or operations of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not had and cannot reasonably be expected other securities or granted any options or rights to have a Material Adverse Effectpurchase any securities; (b) borrowed or loaned any changeamount, except changes in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effect, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (c) any damage, destruction or loss, whether or not covered by insurance, having or which could reasonably be expected to have a Material Adverse Effect; (d) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (e) any loans made by the Company to the Company’s employees or directors other than travel advances made in the ordinary course of business; (fc) declared or made any extraordinary increases payment or distribution to Seller or purchased or redeemed any shares of its capital stock or other securities; (d) mortgaged, pledged or subjected to lien any of its assets, tangible or intangible, other than liens for current real property taxes not yet due and payable and other liens incurred in the compensation ordinary course of business; (e) sold, assigned or transferred any of its material assets, except for sales in the ordinary course of business, or entered into any discussions or negotiations for the sale, assignment or transfer of any of the Company’s employees such assets, or directors; (g) suffered any declaration loss, condemnation, taking, partial taking, damage or payment destruction of any dividend or other distribution of the material assets of the Company; (f) except in the ordinary course of business, sold, assigned, transferred, licensed or sublicensed any patents, trademarks, trade names, copyrights, or other intellectual property owned or licensed by the Company; (g) suffered any material adverse change in its business or financial position; (h) made any issuance material change in its accounting policies or sale by the Company (whether or not contingent) of any shares of its Common Stock, Preferred Stock or any other securities (including derivative securities)practices; (i) any transaction or agreement consummated or entered into by any employment contract or modified the Company terms of any such existing contract, other than in the ordinary course of business, granted, made or accrued any bonus, incentive compensation, service award or other like benefit, contingently or otherwise, for or to the credit of any of the officers, agents, employees of the Company, except for bonuses, compensation, awards and the like in the ordinary course of business consistent with past practice, or made or agreed to make any welfare, pension, retirement, profit-sharing or similar payment or arrangement for any of the officers, agents or employees of the Company, except pursuant to its existing employee benefit plans and arrangements; (j) compromised, cancelled, waived or released any claim other than in the ordinary course of business; (jk) amended or authorized an amendment to any of the Company’s knowledge, any other event or condition of any character that has or is reasonably likely to have a Material Adverse Effect's Organizational Documents; (kl) issued any salenote, assignment or transfer of any patents, trademarks, copyrights, trade secrets bond or other intangible assets debt security or incurred, assumed, or guaranteed any indebtedness for the borrowing of money or capitalized lease obligations; (except for a license granted in m) made any material capital expenditure outside the ordinary course of business); or (ln) the entrance by the Company entered into any material agreement or commitment or the arising of any obligation by the Company to do any of the things described foregoing; or (o) failed to use reasonable efforts to operate the business of the Company in this Section 3.10the ordinary course so as to preserve the business intact, to keep available to the Company the services of the employees, and to preserve for the Company the goodwill of the Company's suppliers, customers and others having business relations with it.

Absence of Changes. Since Except as required by this Agreement the Balance Sheet Date Company will not, and except as provided in Schedule 3.10 there has will not beenpermit or cause any of its Subsidiaries to, directly or indirectly: (ai) pledge or otherwise encumber any change capital stock or other interest in the assetsCompany or any of its Subsidiaries; (ii) amend or propose to amend the Company Charter or Company Bylaws or similar constituent or governing documents of any of its Subsidiaries; (iii) split, liabilitiescombine or reclassify the outstanding capital stock of, financial condition or operations issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of capital stock of, or other ownership interests in, the Company or any of its Subsidiaries; (iv) declare, set aside or pay any dividend, distribution or other payment to any stockholder, director or officer of the Company from that reflected in the Financial Statements, except changes in the ordinary course or any of business that have not had and cannot reasonably be expected to have a Material Adverse Effectit Subsidiaries other than regularly scheduled payroll; (bv) any changeredeem, except changes in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effect, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty purchase or otherwise; (c) any damage, destruction or loss, whether or not covered by insurance, having or which could reasonably be expected to have a Material Adverse Effect; (d) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (e) any loans made by the Company to the Company’s employees or directors other than travel advances made in the ordinary course of business; (f) any extraordinary increases in the compensation of any of the Company’s employees or directors; (g) any declaration or payment of any dividend or other distribution of the assets of the Company; (h) any issuance or sale by the Company (whether or not contingent) of otherwise acquire any shares of its Common Stockcapital stock of, Preferred Stock or other ownership interests in, the Company or any of its Subsidiaries; (vi) issue, deliver or sell any shares of capital stock of, or other securities ownership interests (including derivative securities)any option, warrant or other right to acquire, or any security convertible into, shares of capital stock of, or other ownership interests) in the Company or any of its Subsidiaries; (ivii) acquire, lease or dispose of any transaction or agreement consummated or entered into by the Company assets, other than in the ordinary course of businessbusiness consistent with past practice; (jviii) create, assume or incur any indebtedness, other than the TCI Music Loan and other indebtedness incurred to refinance outstanding indebtedness of the Company’s knowledgeCompany for borrowed money in an amount not exceeding $10,000; (ix) mortgage, pledge or subject to any Lien any of its assets except Liens described in clauses (b) or (c) of Section 5.9; (x) enter into any other event or condition of any character that has or is reasonably likely to have a Material Adverse Effect; (k) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets (material transaction except for a license granted in the ordinary course of business)business consistent with past practice; (xi) make any payment or transfer any property with respect -28- 29 to any indebtedness of the Company or any Subsidiary except such payments with respect to the indebtedness of the Company as are scheduled to come due prior to the Effective Time; (xii) acquire by merging or consolidating with, by acquiring assets of, by purchasing an ownership interest in, or by any other method, any business or any other Person; or (lxiii) the entrance by the Company into agree to do, or to cause or permit any agreement or commitment or the arising of any obligation by the Company Subsidiary to do do, any of the things described in this Section 3.10foregoing.

Absence of Changes. (a) Since the Latest Balance Sheet Date and through the date of this Agreement, except as provided otherwise required or contemplated by this Agreement, the Company Members have conducted their respective businesses in Schedule 3.10 the Ordinary Course of Business in all material respects, (b) since the Latest Balance Sheet Date, there has not been: (a) any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effect; (b) any change, except changes in the ordinary course of business that have not had and cannot reasonably be expected to have been a Material Adverse Effect, in and (c) since the contingent obligations Latest Balance Sheet Date through the date of this Agreement, except as set forth on Section 3.7 of the Disclosure Schedule, no Company Member has: (a) amended or otherwise changed any Company Member’s Organizational Documents; (b) transferred, issued, pledged, encumbered, assigned, sold or disposed of any of its Equity Interests, or granted options, warrants or other rights to purchase or otherwise acquire, any shares of capital stock, membership interests or securities convertible, exchangeable or exercisable therefor of the Company by way Members or other Equity Interests of guarantyany Company Member, endorsement, indemnity, warranty other than (i) in connection with the Pre-Closing Restructuring and (ii) Liens under the Credit Agreement that will be discharged at or otherwiseprior to Closing; (c) effected any damagerecapitalization, destruction reclassification, reorganization or loss, whether or not covered by insurance, having or which could reasonably be expected to have a Material Adverse Effectlike change in the capitalization of any Company Member; (d) declared, set aside or paid any waiver dividend or compromise by distribution in any property or redeemed, purchased, or otherwise acquired any of its Equity Interests (except for the repurchase of Equity Interests from employees or other service providers of the Company Members in connection with the termination of a valuable right or of a material debt owed their services to itthe extent required by Contracts disclosed on the Disclosure Schedule); (e) (i) terminated any loans made by the Company to the Company’s employees Material Contract or directors other than travel advances made (ii) materially amended any Material Contract, in each case, except in the ordinary course Ordinary Course of businessBusiness; (f) mortgaged, pledged or subjected to any extraordinary increases in Lien (other than a Permitted Lien) any portion of the compensation material assets of any of the Company’s employees or directors; (g) any declaration or payment of any dividend or other distribution of the assets of the Company; (h) any issuance or sale by the Company (whether or not contingent) of any shares of its Common Stock, Preferred Stock or any other securities (including derivative securities); (i) any transaction or agreement consummated or entered into by the Company other than in the ordinary course of business; (j) to the Company’s knowledge, any other event or condition of any character that has or is reasonably likely to have a Material Adverse Effect; (k) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets (except for a license granted in the ordinary course of business); or (l) the entrance by the Company into any agreement or commitment or the arising of any obligation by the Company to do any of the things described in this Section 3.10.Member;

Absence of Changes. Since December 31, 1999, the Balance Sheet Date Company has conducted the Business in the ordinary course and except as provided in set forth on Schedule 3.10 3.31, there has not been: (a) any change in the assetsthat by itself or together with other changes, liabilities, financial condition has had or operations of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not had and cannot reasonably be expected is likely to have a Material Adverse Effect; (b) any change, except changes in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effect, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (c) any damage, destruction or loss, loss (whether or not covered by insurance) having, having individually or which could reasonably be expected to have in the aggregate, a Material Adverse Effect; (dc) any waiver or compromise by change in the authorized capital of the Company or in its outstanding securities or any change in its ownership interests or any grant of a valuable right any options, warrants, calls, conversion rights or of a material debt owed to it; (e) any loans made by the Company commitments with respect to the Company’s employees or directors other than travel advances made in the ordinary course of business; (f) any extraordinary increases in the compensation of any securities of the Company’s employees or directors; (gd) any declaration or payment of any dividend or other distribution in respect of the assets Interests, or any direct or indirect redemption, purchase or other acquisition of any of the CompanyInterests; (he) any issuance increase in the compensation, bonus, sales commissions or sale fee arrangements payable or to become payable by the Company (whether or not contingent) of to any shares of its Common Stockofficers, Preferred Stock directors, Members, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice, or created, amended or terminated any other securities (including derivative securitiesCompany Benefit Plan or Company Benefit Arrangement, provided however, that prior to Closing, the Company shall pay accrued bonuses to the employees and in the amounts set forth on Schedule 3.31(e); (if) any transaction work interruptions, labor grievances or claims filed, or any similar event or condition of any character; (g) any sale, transfer or purchase of, or any agreement consummated to sell, transfer or entered into by purchase, any rights, properties or Assets of the Company to or from any Person, including without limitation the Members or any Affiliates thereof, other than sales in the ordinary course of business; (jh) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to the Company’s knowledge, including without limitation any other event indebtedness or condition obligation of any character Members or any Affiliate thereof, provided that has the Company may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice; (i) any breach, amendment or is reasonably likely to have a termination or non-renewal of any Material Adverse EffectContract or Material Permit; (j) any capital expenditure or entry into any commitment or contract by the Company, either individually or in the aggregate, involving an obligation of more than $10,000; (k) any saleincurrence, assignment creation or transfer placement of any patents, trademarks, copyrights, trade secrets Lien on any of the Assets or other intangible assets (except for a license granted in the ordinary course of business)Real Property; or (l) the entrance any loan by the Company into to any agreement or commitment or Person, incurring by the arising Company, of any obligation 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; (m) negotiation or agreement by the Company or any officer or employee thereof to do any of the things described in this Section 3.10.the preceding clauses (a) through (l) (other than

Absence of Changes. Since Except as set forth in Section 3.8 of ------------------ the Balance Sheet Date and except as provided in Schedule 3.10 Company Disclosure Schedule, since December 31, 2001, there has not been: (ai) any change in the assetsevents, liabilities, financial condition changes or operations of effects with respect to the Company from or its subsidiaries that reflected in the Financial Statements, except changes in the ordinary course of business that have not had and cannot would reasonably be expected to have a Company Material Adverse Effect; (b) any change, except changes in Effect or that are outside the ordinary course of business that have not had business; (ii) any declaration, payment or setting aside for payment of any dividend (other than the Company's quarterly cash dividend consistent with past practice and cannot reasonably be expected except to have a Material Adverse Effectthe Company or any subsidiary wholly owned by the Company) or other distribution or any redemption, in the contingent obligations purchase or other acquisition of any shares of capital stock or securities of the Company or any subsidiary (it being acknowledged that repurchase of J-Sub Minority Shares is within the ordinary course of business); (iii) any return of any capital or other distribution of assets to stockholders of the Company or any subsidiary (except to the Company or any subsidiary wholly owned by way the Company); (iv) any acquisition (by merger, consolidation, acquisition of guaranty, endorsement, indemnity, warranty stock or assets or otherwise) of any person or business; (cv) any damage, destruction or loss, whether or not covered by insurance, having or which could reasonably be expected to have a Material Adverse Effect; (d) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (e) any loans made change by the Company to its accounting policies, practices, or methods; (vi) any amendment to the Company’s employees Articles of Incorporation or directors Bylaws or other than travel advances made organizational documents of the Company or its subsidiaries; (vii) any sale or transfer of any material portion of its assets or of any material asset, except in the ordinary course of business; (fviii) any extraordinary increases in the compensation pledge of any of the Company’s employees its assets or directors; (g) otherwise permitted any declaration or payment of any dividend or other distribution of the assets of the Company; (h) any issuance or sale by the Company (whether or not contingent) of any shares of its Common Stockassets to become subject to any Lien, Preferred Stock or any other securities (including derivative securities); (i) any transaction or agreement consummated or entered into by the Company other than except for pledges of immaterial assets made in the ordinary course of businessbusiness and consistent with past practices; (jix) to any commencement or settlement of material legal proceedings; (x) any action taken by a Governmental Entity which affects, in any material respect, the business of the Company’s knowledge, any other event or condition of any character that has or is reasonably likely to have a Material Adverse Effect; (k) any saleexcept, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets (except for a license granted in the ordinary course case of business); or (l) the entrance by the Company into any agreement or commitment or the arising of any obligation by the Company to do any each of the things described in foregoing clauses (i) through (x), as expressly contemplated by this Section 3.10Agreement.

Absence of Changes. Since Except as set forth on Schedule 2.7 attached hereto or otherwise disclosed in the Balance Sheet Date and except as provided in Schedule 3.10 SEC Reports, since December 31, 1997, there has not been: been any (ai) any change in the assets, liabilities, financial event or condition which has had or operations of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not had and cannot could reasonably be expected to have a Material Adverse Effect; Effect on the Company and its Subsidiaries, (bii) material deviation from historical accounting and other practices, (iii) any change, except changes in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effect, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (c) any material damage, destruction or loss, whether or not covered by insurance, having or which could reasonably be expected to have a Material Adverse Effect; (div) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (e) any loans made by the Company to the Company’s employees or directors other than travel advances made in the ordinary course of business; (f) any extraordinary increases in the compensation of any of the Company’s employees or directors; (g) any declaration or payment of any dividend or other distribution on or with respect to the shares of capital stock of the Company or Securities exercisable or exchangeable for, or convertible into, capital stock of the Company, or any direct or indirect redemption, purchase or other acquisition of any shares of capital stock or other Securities of the Company, (v) except as in the ordinary course of business consistent with past practice, increase in or prepayment of the compensation paid, payable or to become payable by the Company or any of its Subsidiaries to any of its directors, officers, employees, consultants or agents, or the making of any bonus payment or similar arrangement to or with any of them, (vi) any loan by the Company or any Subsidiary to any officer, director, employee, consultant or shareholder, or any agreement or commitment therefor (other than advances to such persons in the ordinary course of business in connection with travel and travel related expenses), (vii) any entry by the Company or any Subsidiary into any written employment agreement, or any severance or termination agreement or arrangement with any officer, employee, director or consultant, (viii) cancellation of indebtedness due to the Company or any of its Subsidiaries from others, (ix) material Liability created or incurred, or any transaction, contract or commitment entered into, by the Company or any of its Subsidiaries, other than such items created or incurred in the ordinary course of business and consistent with past practice, (x) material change in the manner in which the Company or any of its Subsidiaries extends discounts or credits to customers or otherwise deals with customers, (xi) material change in the manner in which the Company or any of its Subsidiaries markets its products or services or material increase or decrease in inventory levels in excess of historical levels for comparable periods, (xii) waiver or release of any material rights of the Company or any of its Subsidiaries, except in the ordinary course of business and for fair value, or any lapse or other loss of a material right of the Company or any of its Subsidiaries to use its assets or conduct its business, (xiii) sale, transfer or other disposition of a material portion of the assets of the Company; (h) Company or any issuance or sale by the Company (whether or not contingent) of any shares of its Common StockSubsidiaries, Preferred Stock or any other securities (including derivative securities); (i) any transaction or agreement consummated or entered into by the Company other than except in the ordinary course of business; business and for fair value, or scrapping of a material portion of the assets of the Company or any of its Subsidiaries as obsolete, (jxiv) commitments for capital expenditures of the Company or any of its Subsidiaries in excess of $50,000 in the aggregate, or (xv) material change in the policies of the Company or any of its Subsidiaries with respect to the Company’s knowledge, any other event or condition payment of any character that has or is reasonably likely to have a Material Adverse Effect; (k) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets accounts payable or other intangible assets (except for a license granted in the ordinary course of business); or (l) the entrance by the Company into any agreement or commitment current Liabilities or the arising collection of accounts receivable, including any obligation by the Company to do any acceleration or deferral of the things described in this Section 3.10payment or collection thereof, as applicable.

Absence of Changes. Since Except for the Balance Sheet Date execution and except delivery of this Agreement and the transactions contemplated hereby (including the termination or migration of subscribers, the cessation of video transmission as provided it is currently conducted and other activities taken to comply with the representation set forth in Schedule 3.10 Section 3.11), or referred to herein, since January 1, 2004, the Company has conducted its business in the ordinary course and there has not been: been (a) any material adverse change in the assetshaving, liabilitiesor any event or condition which has had, financial condition or operations of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effect; (b) any change, except changes in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effect, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (c) any damage, destruction or loss, whether or not covered by insurance, having or which could reasonably be expected to have have, a material adverse effect on the Licenses, Leases or Assets (a "Company Material Adverse Effect; "), (b) any waiver of any valuable right of the Company, the cancellation of any valuable right of the Company, or the cancellation of any material debt or claim held by the Company with respect to the Licenses, Leases or Assets, (c) any payment or declaration of dividends on, or other distribution with respect to, or any direct or indirect redemption or acquisition of, any securities of the Company, (d) any waiver issuance of any stock, bonds or compromise by other securities of the Company of a valuable right or of a material debt owed to it; (e) any loans made by the Company to the Company’s employees split, combination or directors other than travel advances made in the ordinary course of business; (f) any extraordinary increases in the compensation of any reclassification of the Company’s employees or directors; 's capital stock, (g) any declaration or payment of any dividend or other distribution of the assets of the Company; (h) any issuance or sale by the Company (whether or not contingent) of any shares of its Common Stock, Preferred Stock or any other securities (including derivative securities); (i) any transaction or agreement consummated or entered into by the Company other than in the ordinary course of business; (j) to the Company’s knowledge, any other event or condition of any character that has or is reasonably likely to have a Material Adverse Effect; (ke) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets tangible or other intangible assets of the Company, except (except for a license granted i) in the ordinary course Ordinary Course of business); or Business, and (lii) to comply with the entrance representation set forth in Section 3.11, (f) any loan by the Company into to any officer, director, employee, consultant or shareholder of the Company (other than advances to such persons in the Ordinary Course of Business in connection with travel and travel related expenses), (g) any damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the Licenses, Leases or Assets, (h) any change in the accounting or Tax methods, practices or policies or in any Tax election of the Company, (i) any indebtedness incurred for borrowed money other than in the Ordinary Course of Business or other than pursuant to an agreement set forth on Schedule 3.6 to this Agreement, (j) any amendment to or termination of any material agreement to which the Company is a party (other than amendments to or terminations of agreements pursuant to or contemplated by this Agreement), (k) any mortgage, pledge, transfer of a security interest in, or Lien, created by the Company, with respect to any of the Licenses, Liens or Assets, except liens for taxes not yet due or payable, or (n) any agreement or commitment (contingent or the arising of any obligation by the Company otherwise) to do any of the things described in this Section 3.10foregoing.

Absence of Changes. Since Except as set forth in Item 1 of Section 3.20 of the Balance Sheet Date Parent Disclosure Letter, or as contemplated by this Agreement, since September 30, 2018, the Companies’ businesses have been conducted in the ordinary course in all material respects, and except as provided in Schedule 3.10 there has not beenoccurred any Company Material Adverse Effect or any events which, individually or in the aggregate, would reasonably be expected to result in a Company Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth in Item 2 of Section 3.20 of the Parent Disclosure Letter, since September 30, 2018 no Company has: (a) incurred any change in the assets, liabilities, financial condition material obligations or operations of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effect; (b) any change, except changes in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effect, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (c) any damage, destruction or loss, whether or not covered by insurance, having or which could reasonably be expected to have a Material Adverse Effect; (d) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (e) any loans made by the Company to the Company’s employees or directors other than travel advances made in the ordinary course of business; (f) any extraordinary increases in the compensation of any of the Company’s employees or directors; (g) any declaration or payment of any dividend or other distribution of the assets of the Company; (h) any issuance or sale by the Company (whether or not contingent) of any shares of its Common Stock, Preferred Stock or any other securities (including derivative securities); (i) any transaction or agreement consummated liabilities or entered into by the Company any material transaction, Contract or commitment other than in the ordinary course of businessbusiness and in no event with an aggregate value in excess of Two Hundred Thousand and No/100 Dollars ($200,000.00); (jb) forgiven, canceled, compromised, waived, or released any indebtedness owed to any Company or any material right or claim, in each case outside the ordinary course of its business, or made any loans, advances, or capital contributions to or investments in any Person relating to or affecting any Company’s knowledge; (c) mortgaged, pledged, or subjected any of its assets to any Lien other event or condition than Permitted Liens; (d) disposed of any character that has or is reasonably likely to have a Material Adverse Effect; (k) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or asset other intangible assets (except for a license granted than in the ordinary course of business); business or (l) the entrance by the Company entered into any agreement or commitment other arrangement for any such disposition; (e) transferred any assets of the Business (or rights therein) owned by such Person to any other Person, including an Affiliate of such Company; (f) declared or paid any dividend or distribution with respect to its capital stock; (g) either: (i) granted any material increase in salary or bonus or otherwise materially increased the arising of any obligation by the Company compensation or benefits payable or provided to do any of its directors, officers, or employees, or made or granted any material increase in benefits available under any Benefit Plan; or (ii) amended or terminated any existing Benefit Plan, or adopted any new Benefit Plan, other than in the things described in this Section 3.10.ordinary course of business or as required by Law or an existing Contract; -29-

Absence of Changes. Since the Balance Sheet Date and except Except as provided set forth in Schedule 3.10 4.10 attached hereto or as otherwise contemplated by this Agreement there has not been: (a) been any change in the assetsAssets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effect; (b) any changetherefore, except changes in the ordinary course of business that have not had and cannot reasonably be expected to have resulted, either individually or in the aggregate, in a Material Adverse Effect. Except as set forth in Schedule 4.10 or as contemplated by this Agreement, in the contingent obligations of the Company by way of guarantysince March 31, endorsement, indemnity, warranty or otherwise; 2009 there has not been: (ca) any extraordinary damage, destruction or loss, whether or not covered by insurance, having or which could reasonably be expected to have a Material Adverse Effect; (db) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (ec) any loans or guarantees made by the Company to or for the Company’s employees benefit of its shareholders, employees, officers or directors or any shareholder of their immediate families other than travel advances made in the ordinary course of business; (d) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business; (e) any material or adverse change or amendment to a Material Contract; (f) any extraordinary increases new hire or resignation or termination of employment of any key employee or any material change in the any compensation arrangement or other employment terms of any key employee; (g) any sale, disposition, assignment or transfer of any of the Company’s employees 's Assets or directors; (g) any declaration or payment of any dividend or other distribution properties of the assets Company except in the ordinary course of the Companybusiness; (h) any issuance or sale security interest created by the Company (whether or not contingent) of Company, with respect to any shares of its Common Stockrespective material properties or Assets, Preferred Stock except statutory liens for taxes not yet due or any other securities (including derivative securities)payable; (i) any transaction declaration, setting aside or agreement consummated payment or other distribution in respect of any of the NSUS Shares of the Company, or any direct or indirect redemption, purchase or other acquisition of any such NSUS Shares by the Company; (j) any borrowing of any amount or incurrence or subjection to any material liabilities, except current liabilities incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business; (k) any issuance of any notes, bonds or other debt securities or any NSUS Shares or other equity securities or any securities convertible, exchangeable or exercisable into any NSUS Shares or other equity securities; (l) any investment in any other entity or steps taken to incorporate any Subsidiary; (m) any capital expenditures or commitments therefor; (n) any material change in the accounting methods, principles or practices used by the Company Company, (o) any other material transaction other than in the ordinary course of business; or (jp) to the Company’s knowledge, any other event or condition of any character that has or is might reasonably likely be expected to have a Material Adverse Effect; (k) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets (except for a license granted in the ordinary course of business); or (l) the entrance by the Company into any agreement or commitment or the arising of any obligation by the Company to do any of the things described in this Section 3.10.

Absence of Changes. Since Except as disclosed in Schedule 2.09 and other than as may be contemplated in the WEAU Agreement, since the Balance Sheet Date and except as provided Date, (i) the Business has been carried on only in Schedule 3.10 the ordinary course consistent with past practice, (ii) there has been no Material Adverse Change, and there has been no event or circumstance that reasonably is anticipated to result in a Material Adverse Change with respect to the Company or any of the Subsidiaries, their respective assets or businesses or the Business, (iii) the Company has not been: directly or indirectly declared, paid or authorized any dividends or other distributions or payments in respect of its Stock or other equity securities, if any, (aiv) neither the Company nor any of the Subsidiaries has made any change in the assetsany method of accounting or accounting practice, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, and (v) except changes in the ordinary course of business that have not had and cannot reasonably be expected consistent with past practice, neither the Company nor any of the Subsidiaries has canceled, modified or waived, without receiving payment or performance in full, any (a) Liability owed to have the Company or any of the Subsidiaries, as the case may be, including without limitation, any receivable of the Company from any Affiliate (other than a Material Adverse Effect; Subsidiary) or any Related Person to an Affiliate, (b) Litigation the Company or any changeof the Subsidiaries may have against other Persons, except changes in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effect, in the contingent obligations or (c) other rights of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (c) any damage, destruction or loss, whether or not covered by insurance, having or which could reasonably be expected to have a Material Adverse Effect; (d) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (e) any loans made by the Company to the Company’s employees or directors other than travel advances made in the ordinary course of business; (f) any extraordinary increases in the compensation of any of the Company’s employees or directors; (g) any declaration or payment of any dividend or other distribution of Subsidiaries, as the assets of the Company; (h) any issuance or sale by the Company (whether or not contingent) of any shares of its Common Stock, Preferred Stock or any other securities (including derivative securities); (i) any transaction or agreement consummated or entered into by the Company other than in the ordinary course of business; (j) to the Company’s knowledge, any other event or condition of any character that has or is reasonably likely to have a Material Adverse Effect; (k) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets (except for a license granted in the ordinary course of business); or (l) the entrance by the Company into any agreement or commitment or the arising of any obligation by the Company to do any of the things described in this Section 3.10.case may be

Absence of Changes. Since the Balance Sheet Date and except Except as provided in otherwise set forth on Schedule 3.10 3.11, since December 31, 2005, there has not been: been (ai) any material adverse change in the financial condition, results of operations, assets, liabilities, financial condition business or operations prospects of the Company from that or its Subsidiaries; (ii) any material liability or obligation of any nature whatsoever (contingent or otherwise) incurred by the Company or its Subsidiaries, other than (a) liabilities incurred in the ordinary course of business and (b) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in the Financial Statements, which, in the case of both clauses (a) and (b), individually or in the aggregate, are not material to the financial condition or operating results of the Company or its Subsidiaries; (iii) any material asset or property of the Company or its Subsidiaries made subject to a Lien of any kind; (iv) any waiver of any material valuable right of the Company or its Subsidiaries, or any cancellation of any material debt or claim held by the Company or its Subsidiaries; (v) any sale, assignment or transfer of any tangible or intangible material asset of the Company or its Subsidiaries, except changes for sales, assignments or transfers in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effectbusiness; (bvi) any changeloan by the Company or its Subsidiaries to any officer, except changes in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effectdirector, in the contingent obligations employee, consultant or shareholder of the Company by way of guarantyor its Subsidiaries, endorsement, indemnity, warranty or otherwise; (c) any damage, destruction agreement or loss, whether or not covered by insurance, having or which could reasonably be expected to have a Material Adverse Effect; (d) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (e) any loans made by the Company to the Company’s employees or directors commitment therefor other than routine travel advances or relocation advances, or loans made in the ordinary course of business; (fvii) any extraordinary increases in the compensation of any of the Company’s employees material damage, destruction or directors; (g) any declaration or payment of any dividend or other distribution of the assets of the Company; (h) any issuance or sale by the Company loss (whether or not contingentcovered by insurance) affecting the assets, property, business or prospects of any shares of the Company or its Common Stock, Preferred Stock or any other securities (including derivative securities)Subsidiaries; (iviii) any transaction change in the accounting methods, practices or agreement consummated or entered into policies followed by the Company other than or its Subsidiaries, including any change in the ordinary course of business; (j) to the Company’s knowledge, any other event depreciation or condition of any character that has amortization policies or is reasonably likely to have a Material Adverse Effect; (k) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets (except for a license granted in the ordinary course of business)rates; or (lix) the entrance by the Company into any agreement or commitment or the arising of any obligation by the Company to do any of the things described in this Section 3.10off-balance sheet transactions.

Absence of Changes. Since Except as set forth in Part 2.5 of the Balance Sheet Date and except as provided in Schedule 3.10 there GEOSURE Disclosure Schedule, since September 30, 1998, GEOSURE has not beennot: (a) suffered any change in the assetschange, liabilities, financial condition or operations any development or combination of the Company from developments that reflected in the Financial Statements, except changes in the ordinary course of business that have not has had and cannot or would reasonably be expected to have a Material Adverse Effect; Effect on GEOSURE, (b) any change, except changes in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effect, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (c) suffered any damage, destruction or loss, whether or not covered by insurance, having that has had or which could would reasonably be expected to have a Material Adverse EffectEffect on GEOSURE; (dc) granted any waiver material increase in the compensation payable or compromise to become payable by the Company of a valuable right GEOSURE to its officers or of a material debt owed to it; (e) any loans made by the Company to the Company’s employees or directors other than travel advances made increases in the ordinary course of businessbusiness to employees who are not officers; (d) declared, set aside or paid any distribution on or in respect of its partnership interests or declared any direct or indirect redemption, retirement, purchase or other acquisition of such partnership interests; (e) issued any partnership interests or any rights for, or entered into any commitment relating to such partnership interests; (f) made any extraordinary increases change in the compensation of accounting methods or practices it follows, whether for general financial or tax purposes, or any of the Company’s employees change in depreciation or directorsamortization policies or rates; (g) any declaration sold, leased, abandoned or payment otherwise disposed of any dividend real property, machinery, equipment or other distribution of the assets of the Company; (h) any issuance or sale by the Company (whether or not contingent) of any shares of its Common Stock, Preferred Stock or any other securities (including derivative securities); (i) any transaction or agreement consummated or entered into by the Company operating property other than in the ordinary course of business; (jh) to the Company’s knowledgesold, any other event assigned, transferred, licensed or condition otherwise disposed of any character patent, patent right, trademark, trade name, brand name, copyright (or pending application for any patent, trademark or copyright), invention, work of authorship, process, know-how, formula or trade secret or interest thereunder or other material intangible asset except for end-user license transactions entered into in the ordinary course of its business pursuant to GEOSURE's standard forms of license agreement; (i) entered into any material commitment or transaction (including without limitation any borrowing) other than commitments or transactions entered into in the ordinary course of business that has or is are not reasonably likely to have a Material Adverse EffectEffect on GEOSURE; (kj) permitted or allowed any saleof its property or assets to be subjected to any new mortgage, assignment deed of trust, pledge, lien, security interest or transfer other encumbrance of any patentskind, trademarks, copyrights, trade secrets or other intangible assets (except for a license granted liens for current taxes not yet due and purchase money security interests incurred in the ordinary course of business); (k) made any capital expenditure or commitment for additions to property, plant or equipment individually in excess of $25,000, or, in the aggregate, in excess of $50,000; (l) the entrance by the Company paid, loaned or advanced any amount to, or sold, transferred or leased any properties or assets to, or entered into any agreement or commitment arrangement with, any of its employees or the arising partners or any affiliate of any obligation by the Company to do any of the things foregoing, other than employee compensation and benefits and reimbursement of employment related business expenses incurred in the ordinary course of business; (m) suffered any material decrease in revenues from a customer which provided more than $50,000 in revenues during the 12 months prior to September 30, 1998 or determined that such a decrease should be expected; or (n) agreed to take any action described in this Section 3.102.5 or which would constitute a breach of any of the representations or warranties of GEOSURE contained in this Agreement.

Absence of Changes. Since the Balance Sheet Date February 29, 2000 and except as provided disclosed in Schedule 3.10 Section 7.7 of the Disclosure Letter, the Company has conducted its businesses only in the Ordinary Course of Business and there has not been: (a) any change sale, lease, transfer, or assignment of any of the Company's assets, tangible or intangible, other than sales of inventory for a fair consideration in the assets, liabilities, financial condition or operations Ordinary Course of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse EffectBusiness; (b) any change, except changes Contract other than in the ordinary course Ordinary Course of business that have not had and cannot reasonably be expected to have a Material Adverse Effect, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwiseBusiness; (c) any acceleration, termination, modification or cancellation of any Contract to which the Company is a party or by which it is bound; (d) to Seller's Knowledge, the creation or imposition of any Lien upon any of the Company's assets, tangible or intangible; (e) any capital expenditure (or series of related capital expenditures) involving more than $3,500,000 in the aggregate; (f) any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions); (g) any grant of any License, or any entering into any settlement regarding any infringement of its rights to, any Intellectual Property; (h) to Seller's Knowledge, any threat or notification, orally or in writing, that, and there has not been, one or more material distributors, customers or suppliers that have terminated or, to Seller's Knowledge, intend to terminate or are considering terminating, their respective business relationships or have modified or, to Seller's Knowledge, intend to modify, such relationships with the Company in a manner which is less favorable in any material respect to the Company or have agreed not to or will not agree to do business on such terms and subject to conditions at least as favorable in all material respects as the terms and conditions provided to the Company as of February 29, 2000, and Seller has no Knowledge of any facts which would form the basis for such termination or modification; (i) any damage, destruction destruction, or loss, loss (whether or not covered by insurance, having or which could reasonably be expected to have a Material Adverse Effect; (d) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (e) any loans made by the Company to the Company’s 's property; (j) any loan to, or any other transaction with, any of the directors, officers or employees of the Company outside the Ordinary Course of Business; (k) any employment contract or directors other than travel advances made collective bargaining agreement, written or oral, or modification of the terms of any existing such contract or agreement or modification or change in the ordinary course employment terms for any of businessthe directors, officers, and employees of the Company outside the Ordinary Course of Business; (fl) any extraordinary increases increase, modification or change in the compensation of any of the Company’s directors, officers or employees or directorsof the Company outside the Ordinary Course of Business; (gm) any declaration adoption, amendment, modification or termination of any plan that is, or upon such adoption or prior to such termination would be described as, an Existing Plan; (n) any payment pursuant to any Existing Plan outside the Ordinary Course of Business; (o) any pledge to make, or making of, any charitable or other capital contribution outside the Ordinary Course of Business; (p) any payment of any dividend or other distribution amount to any third party outside the Ordinary Course of the assets of the CompanyBusiness; (hq) any issuance modification or sale by change in the application of GAAP to Seller's financial or accounting records from the manner in which it was applied in the Most Recent Year-End Financial Statements; (r) any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company (whether or not contingent) of any shares of its Common Stock, Preferred Stock or any other securities (including derivative securities); (i) any transaction or agreement consummated or entered into by the Company other than in the ordinary course of business; (j) to the Company’s knowledge, any other event or condition of any character that has or is reasonably which would be likely to have a Material Adverse Effect; (ks) any saledelay or postponement of reflecting property on Seller's books and records in accordance with GAAP, assignment or transfer payment of, accounts payable and other liabilities outside the Ordinary Course of Business and (t) any patents, trademarks, copyrights, trade secrets or other intangible assets (except for a license granted in the ordinary course of business); or (l) the entrance by the Company into any agreement or commitment or the arising of any obligation by the Company to do any of the things described in this Section 3.10foregoing.

Absence of Changes. Since the Balance Sheet Date and except as provided in Schedule 3.10 December 31, 1997, there has not been: ------------------ been (a) any change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse EffectEffect on the Company; (b) any change, except changes in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effect, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; (c) any damage, destruction or loss, whether or not covered by insurance, having or which could reasonably be expected to have resulting in a Material Adverse EffectEffect on the Company; (dc) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (e) any loans made by the Company to the Company’s employees or directors other than travel advances made in the ordinary course of business; (f) any extraordinary increases in the compensation of any of the Company’s employees or directors; (g) any declaration declaration, setting aside or payment of any dividend or other distribution or payment (whether in cash, stock or property) in respect of the assets capital stock of the Company, or any redemption or other acquisition of such stock by the Company (other than the repurchase of unvested shares of Common Stock held by employees of or consultants to the Company upon termination of employment or consultancy in accordance with the provisions of the Company's equity incentive plan and agreements); (d) any disposal or lapse of any trade secret, invention, patent, patent application or continuation (in whole or in part), trademark, trademark registration, service xxxx, service xxxx registration, copyright, copyright registration, or any application therefor or filing in respect thereof (collectively, and together with any and all know-how, trade secrets and proprietary business or technology information, the "Intellectual Property"); (e) loss of the services of any of the key officers or key employees of the Company; (f) any incurrence of or entry into any liability or Encumbrance, commitment or transaction, including without limitation, any borrowing (or assumption or guarantee thereof) or guarantee of a third party's obligations, or capital expenditure (or lease in the nature of a conditional purchase of capital equipment) in excess of $100,000; or (g) any material change by the Company in accounting methods or principles or (h) any issuance change in the assets, liabilities, condition (financial or sale by otherwise), results or operations or prospects of the Company from those reflected on the Company's financial statements as of or for the year ended December 31, 1997 (whether or not contingent) of any shares of its Common Stockthe "Financial Statements"), Preferred Stock or any other securities (including derivative securities); (i) any transaction or agreement consummated or entered into by the Company other than as furnished to EIS in writing, except changes in the ordinary course of business; (j) to business that have not, individually or in the Company’s knowledgeaggregate, any other event or condition of any character that has or is reasonably likely to have had a Material Adverse Effect; (k) any sale, assignment Effect or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets (except for a license granted changes reflected in the ordinary course of business); or (l) the entrance by the Company into any agreement or commitment or the arising of any obligation by the Company to do any of the things described in this Section 3.10SEC Filings.

Absence of Changes. Since the Balance Sheet Date and except Except as provided in otherwise set forth on Schedule 3.10 3.11, since December 31, 2004, there has not been: been (ai) any material adverse change in the financial condition, results of operations, assets, liabilities, financial condition business or operations prospects of the Company from that or its Subsidiaries; (ii) any material liability or obligation of any nature whatsoever (contingent or otherwise) incurred by the Company or its Subsidiaries, other than (a) liabilities incurred in the ordinary course of business and (b) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in the Financial Statements, which, in the case of both clauses (a) and (b), individually or in the aggregate, are not material to the financial condition or operating results of the Company or its Subsidiaries; (iii) any material asset or property of the Company or its Subsidiaries made subject to a Lien of any kind; (iv) any waiver of any material valuable right of the Company or its Subsidiaries, or any cancellation of any material debt or claim held by the Company or its Subsidiaries; (v) any sale, assignment or transfer of any tangible or intangible material asset of the Company or its Subsidiaries, except changes for sales, assignments or transfers in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effectbusiness; (bvi) any changeloan by the Company or its Subsidiaries to any officer, except changes in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effectdirector, in the contingent obligations employee, consultant or shareholder of the Company by way of guarantyor its Subsidiaries, endorsement, indemnity, warranty or otherwise; (c) any damage, destruction agreement or loss, whether or not covered by insurance, having or which could reasonably be expected to have a Material Adverse Effect; (d) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (e) any loans made by the Company to the Company’s employees or directors commitment therefor other than routine travel advances or relocation advances, or loans made in the ordinary course of business; (fvii) any extraordinary increases in the compensation of any of the Company’s employees material damage, destruction or directors; (g) any declaration or payment of any dividend or other distribution of the assets of the Company; (h) any issuance or sale by the Company loss (whether or not contingentcovered by insurance) affecting the assets, property, business or prospects of any shares of the Company or its Common Stock, Preferred Stock or any other securities (including derivative securities)Subsidiaries; (iviii) any transaction change in the accounting methods, practices or agreement consummated or entered into policies followed by the Company other than or its Subsidiaries, including any change in the ordinary course of business; (j) to the Company’s knowledge, any other event depreciation or condition of any character that has amortization policies or is reasonably likely to have a Material Adverse Effect; (k) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets (except for a license granted in the ordinary course of business)rates; or (lix) the entrance by the Company into any agreement or commitment or the arising of any obligation by the Company to do any of the things described in this Section 3.10off-balance sheet transactions.

Absence of Changes. Since Except as set forth in Part 2.5 of the Balance Sheet Date and except as provided in Schedule 3.10 there has not beenDisclosure Schedule, since December 31, 1997: (a) any change in to the assets, liabilities, financial condition or operations best of the Knowledge of the Company from and the Shareholders, there has not been any event, occurrence, or change in circumstances or facts regarding the Company or its business that reflected has had or that may be reasonably expected to have, either alone or in the Financial Statementsaggregate, except changes in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse EffectEffect on the Company; (b) there has not been any changematerial loss, except changes damage or destruction to, or any material interruption in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effectuse of, in the contingent obligations any of the Company by way of guaranty, endorsement, indemnity, warranty or otherwise; Company's assets (c) any damage, destruction or loss, whether or not covered by insurance); (c) the Company has not declared, having accrued, set aside or which could reasonably be expected to have a Material Adverse Effectpaid any dividend or made any other distribution in respect of any shares of capital stock, and has not repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities; (d) any waiver or compromise by the Company has not sold, issued or authorized the issuance of a valuable (i) any capital stock or other security, (ii) any option or right to acquire any capital stock or of a material debt owed to itany other security, or (iii) any instrument convertible into or exchangeable for any capital stock or other security; (e) any loans made by the Company to has not amended or waived any of its rights under, or permitted the Company’s employees or directors other than travel advances made in the ordinary course acceleration of businessvesting under, any restricted stock purchase agreement; (f) any extraordinary increases in the compensation of any of there has been no amendment to the Company’s employees 's articles of incorporation or directorsbylaws, and the Company has not effected or been a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (g) the Company has not formed any declaration subsidiary or payment of acquired any dividend equity interest or other distribution of the assets of the Companyinterest in any other Entity; (h) any issuance or sale by the Company (whether or has not contingent) of made any shares of its Common Stock, Preferred Stock or any other securities (including derivative securities); (i) any transaction single capital expenditure or commitment in excess of Fifty Thousand Dollars ($50,000) for additions to property, plant, equipment or intangible capital assets or aggregate capital expenditures and commitments or (ii) sale, assignment, transfer, lease or other disposition of or agreement consummated to sell, assign, transfer, lease or entered into by otherwise dispose of any asset or property having a value of Fifty Thousand Dollars ($50,000) in the Company aggregate other than in the ordinary course of business; (j) to the Company’s knowledge, any other event or condition of any character that has or is reasonably likely to have a Material Adverse Effect; (k) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets (except for a license granted in the ordinary course of business); or (li) the entrance by the Company has not (i) entered into any agreement or commitment or the arising of any obligation by the Company to do permitted any of the things described assets owned or used by it to become bound by any Contract that is or would constitute a Material Contract (as defined in this Section 3.10.2.10(a)),

Absence of Changes. Since Except as set forth in Exhibit H, and except that the Corporation has continued to incur and pay expenses, since the Balance Sheet Date and except as provided in Schedule 3.10 there has not been: been (a) any material adverse change in the financial condition, results of operations, assets, liabilities, financial condition liabilities or operations business of the Company from that reflected in Corporation, (b) any material asset or property of the Financial StatementsCorporation made subject to a lien of any kind, except changes liens for taxes not yet due and payable, (c) any waiver of any valuable right of the Corporation, or the cancellation of any debt or claim held by the Corporation, (d) any declaration or payment of dividends on, or other distribution with respect to, or any direct or indirect redemption or acquisition of, any shares of the capital stock of the Corporation, (e) any mortgage, pledge, sale, assignment or transfer of any tangible or intangible assets of the Corporation, except in the ordinary course of business that have not had and cannot reasonably be expected to have a Material Adverse Effect; business, (bf) any changeloan by the Corporation to, except changes in or any guarantee by the ordinary course of business that have Corporation for the benefit of, or any investments by the Corporation in, or any loan to the Corporation from, any person including but not had and cannot reasonably be expected limited to have a Material Adverse Effectany officer, in the contingent obligations director, employee or stockholder of the Company by way Corporation or any members of guarantytheir immediate family, endorsementor any agreement or commitment therefor, indemnity, warranty or otherwise; (c) any damage, destruction or loss, whether or not covered by insurance, having or which could reasonably be expected to have a Material Adverse Effect; (d) any waiver or compromise by the Company of a valuable right or of a material debt owed to it; (e) any loans made by the Company to the Company’s employees or directors other than travel allowances and other advances made in the ordinary course of business; (f) any extraordinary increases in the compensation of any of the Company’s employees or directors; (g) any declaration or payment of any dividend or other distribution of the assets of the Company; (h) any issuance or sale by the Company (whether or not contingent) of any shares of its Common Stock, Preferred Stock or any other securities (including derivative securities); (i) any transaction or agreement consummated or entered into by the Company other than business and endorsements in the ordinary course of business; , (jg) to any damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the Company’s knowledgeassets, any other event property or condition business of any character that has or is reasonably likely to have a Material Adverse Effect; the Corporation, (kh) any sale, assignment or transfer of any patentspatents or patent applications, trademarkstrademarks or trademark applications, copyrightsservice marks, trade names, corporate names, copyrights or copyright registrations, trade secrets or other intangible assets assets, (except for i) any receipt of notice that there has been a license granted loss of, or order cancellation by, any major customer of the Corporation, (j) any capital expenditures or commitments therefor made or effected by the Corporation that aggregate in excess of $10,000, (k) any change in the ordinary course of business); accounting methods or practices followed by the Corporation, or (l) the entrance by the Company into any agreement or commitment or the arising of any obligation by the Company Corporation to do any of the things described in this Section 3.103.6.