Common use of Absence of Changes Clause in Contracts

Absence of Changes. Since the Balance Sheet Date, except as set forth in the Draft Registration Statement delivered to the Stockholders, and except as contemplated by this Agreement and the Other Agreements or as set forth on Schedule 6.15 hereto, there has not been: (i) any material adverse change in the financial condition, assets, liabilities (contingent or otherwise) or business of TCI or Newco; (ii) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of TCI or Newco; (iii) any change in the authorized capital of TCI or Newco or their outstanding securities or any change in their ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iv) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of TCI or Newco; (v) any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights of TCI or any Subsidiary thereof to any person; (vi) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to TCI or any Subsidiary thereof; (vii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of TCI or any Subsidiary thereof or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (viii) any waiver of any material rights or claims of TCI or any Subsidiary of TCI; (ix) any amendment or termination of any material contract, agreement, license, permit or other right to which TCI or any Subsidiary of TCI is a party; (x) any transaction by TCI or any Subsidiary of TCI outside the ordinary course of its business; (xi) any other distribution of property or assets by TCI or any Subsidiary of TCI other than in the ordinary course of business.

Absence of Changes. Since the Balance Sheet Date, except as set forth in on Schedule 5.24 or the Draft Registration Statement delivered to the Stockholders, and except as contemplated by this Agreement and the Other Agreements other schedules hereto or as set forth on Schedule 6.15 heretootherwise contemplated hereby, there has not been: (i) any material adverse change in the financial condition, assets, liabilities (contingent or otherwise) or business of TCI or Newcothe Company; (ii) any damage, destruction or casualty loss (whether or not covered by insurance) materially adversely affecting the properties or business of TCI or Newcothe Company; (iii) any change in the authorized capital of TCI the Company or Newco or their its outstanding securities or any change in their its ownership interests or any grant by the Company of any options, warrants, calls, conversion rights or commitments; (iv) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of TCI or Newcothe Company; (v) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by the Company to any of its officers, directors, Stockholders, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights of TCI or any Subsidiary thereof Company outside of the ordinary course of business to any person, including, without limitation, the Stockholders and their Affiliates; (vivii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to TCI the Company, including without limitation any indebtedness or obligation of any Stockholders or any Subsidiary Affiliate thereof; (viiviii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of TCI or any Subsidiary thereof the Company or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (viiiix) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the Company's business; (x) any waiver of any material rights or claims of TCI or any Subsidiary of TCIthe Company; (ixxi) any amendment amendment, cancellation or termination of any material contract, agreement, licenseLicense, permit or other right to which TCI or any Subsidiary of TCI the Company is a party; (xxii) any change in the Company's Charter Documents; (xiii) any contract entered into or commitment incurred involving any liability or commitment to make any capital expenditures, except in the normal course of business (consistent with past practice) or involving an amount not in excess of $25,000; (xiv) any mortgage, pledge or other lien or encumbrance upon any assets or properties of the Company (whether now owned or hereafter acquired) created, assumed or permitted to exist, except (1) purchase money liens incurred in connection with the acquisition of equipment with an aggregate cost not in excess of $25,000 necessary or desirable for the conduct of the businesses of the Company, (2) (A) liens for taxes either not yet due or being contested in good faith and by appropriate proceedings (and for which contested taxes adequate reserves have been established and are being maintained) or (B) materialmen's, mechanics', workers', repairmen's, employees' or other like liens arising in the ordinary course of business, or (3) liens set forth on Schedule 5.10 and/or 5.15 hereto; or (xv) any transaction by TCI or any Subsidiary of TCI the Company outside the ordinary course of its business; (xi) any other distribution of property or assets by TCI or any Subsidiary of TCI other than in the ordinary course of business.

Absence of Changes. Since the Balance Sheet Date, except as set forth in the Draft Registration Statement delivered to the StockholdersSTOCKHOLDERS, and except as contemplated by this Agreement and the Other Agreements or as set forth on Schedule 6.15 heretoAgreements, there has not been: (i) any material adverse change in the financial condition, assets, liabilities (contingent or otherwise) ), income or business of TCI METALS or NewcoNEWCO; (ii) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of TCI METALS or NewcoNEWCO; (iii) any change in the authorized capital of TCI METALS or Newco NEWCO or their outstanding securities or any change in their ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iv) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of TCI METALS or NewcoNEWCO; (v) any work interruptions, labor grievances or claims filed, or any event or condition of any character, materially adversely affecting the business of METALS or NEWCO; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights of TCI METALS or any Subsidiary thereof NEWCO to any person; (vivii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to TCI METALS or any Subsidiary thereofNEWCO; (viiviii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of TCI METALS or any Subsidiary thereof NEWCO or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (viiiix) any waiver of any material rights or claims of TCI METALS or any Subsidiary of TCINEWCO; (ixx) any amendment or termination of any material contract, agreement, license, permit or other right to which TCI METALS or any Subsidiary of TCI NEWCO is a party; (xxi) any transaction by TCI METALS or any Subsidiary of TCI NEWCO outside the ordinary course of its business; (xixii) any other distribution of property or assets by TCI METALS or any Subsidiary of TCI NEWCO other than in the ordinary course of business.

Absence of Changes. Since the Balance Sheet Date, except as set forth in the Draft Registration Statement delivered to the Stockholders, and except as contemplated by this Agreement and the Other Agreements or as set forth on Schedule 6.15 hereto, there has not been: (i) any material adverse change in the financial condition, assets, liabilities (contingent or otherwise) or business of TCI LandCARE or Newco; (ii) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of TCI LandCARE or Newco; (iii) any change in the authorized capital of TCI LandCARE or Newco or their outstanding securities or any change in their ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iv) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of TCI LandCARE or Newco; (v) any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights of TCI LandCARE or any Subsidiary thereof to any person; (vi) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to TCI LandCARE or any Subsidiary thereof; (vii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of TCI LandCARE or any Subsidiary thereof or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (viii) any waiver of any material rights or claims of TCI LandCARE or any Subsidiary of TCILandCARE; (ix) any amendment or termination of any material contract, agreement, license, permit or other right to which TCI LandCARE or any Subsidiary of TCI LandCARE is a party; (x) any transaction by TCI LandCARE or any Subsidiary of TCI LandCARE outside the ordinary course of its business; (xi) any other distribution of property or assets by TCI LandCARE or any Subsidiary of TCI LandCARE other than in the ordinary course of business.

Absence of Changes. Since the Balance Sheet Date, except as set forth in the Draft Registration Statement delivered to the Stockholders, and except as contemplated by this Agreement and the Other Agreements or as set forth on Schedule 6.15 hereto5.25, there has not been: (i) any material adverse change in the financial condition, assets, liabilities (contingent or otherwise) ), income or business of TCI or Newco;the COMPANY; or (ii) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of TCI or Newco;the COMPANY; or (iii) any change in the authorized capital of TCI the COMPANY or Newco or their its outstanding securities or any change in their its ownership interests or any grant of any options, warrants, calls, conversion rights or commitments;; or (iv) except as contemplated in Section 10.6, any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of TCI or Newco;the COMPANY; or (v) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by the COMPANY to any of its officers, directors, STOCKHOLDERS, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; or (vi) any work interruptions, labor grievances or claims filed, or any event or condition of any character, materially adversely affecting the business of the COMPANY; or (vii) any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights of TCI or any Subsidiary thereof COMPANY to any person;, including, without limitation, the STOCKHOLDERS or any affiliates thereof; or (viviii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to TCI the COMPANY, including without limitation any indebtedness or obligation of any STOCKHOLDERS or any Subsidiary affiliate thereof;; or (viiix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of TCI or any Subsidiary thereof the COMPANY or requiring consent of any party to the transfer and assignment of any such assets, property or rights;; or (viiix) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of the COMPANY's business; or (xi) any waiver of any material rights or claims of TCI or any Subsidiary of TCI;the COMPANY; or (ixxii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which TCI or any Subsidiary of TCI the COMPANY is a party;; or (xxiii) any transaction by TCI or any Subsidiary of TCI the COMPANY outside the ordinary course of its business;businesses; or (xixiv) any cancellation or termination of a material contract with a customer or client prior to the scheduled termination date; or (xv) any other distribution of property or assets by TCI the COMPANY; or (xvi) except as contemplated in Section 10.6, any incurrence, drawing, borrowing or deferral of or under any Subsidiary debt or credit arrangement so as to result in an aggregate amount of TCI other debt outstanding greater than as set forth in the ordinary course of businessCOMPANY's Balance Sheet on the Balance Sheet Date.

Absence of Changes. Since Neither Holdco nor the Balance Sheet Date, except as set forth Subsidiary has engaged in the Draft Registration Statement delivered any business unrelated to the Stockholdersdevelopment, financing, ownership, operation and except as contemplated by this Agreement and maintenance of the Other Agreements or Facility. Except as set forth on Schedule 6.15 hereto3.22, since the Balance Sheet Date (except as otherwise indicated in subparagraph (g) below) until the date of this Agreement, there has not been: (ia) any material adverse change in the financial conditionrepurchase, assets, liabilities (contingent or otherwise) or business of TCI or Newco; (ii) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of TCI or Newco; (iii) any change in the authorized capital of TCI or Newco or their outstanding securities or any change in their ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iv) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase redemption or other acquisition of any equity interests of HoldCo or the capital stock Subsidiary or any interests convertible into equity interests of TCI HoldCo or Newcothe Subsidiary or any other change in the capitalization or ownership of HoldCo or the Subsidiary; (vb) any sale merger of HoldCo or transferthe Subsidiary into or with any other Person, consolidation of HoldCo or the Subsidiary with any agreement to sell other Person or transfer, acquisition by HoldCo or the Subsidiary of all or substantially all of the business or assets of any material assets, property or rights of TCI or any Subsidiary thereof to any personPerson; (vic) any cancellationaction by HoldCo or the Subsidiary or any commitment entered into by any member of HoldCo or the Subsidiary with respect to or in contemplation of any liquidation, or agreement to canceldissolution, any indebtedness recapitalization, reorganization or other obligation owing to TCI winding up of its business or any Subsidiary thereofoperations; (viid) any planmaterial change in accounting policies or practices (including any change in depreciation or amortization policies) of HoldCo or the Subsidiary, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of TCI or any Subsidiary thereof or requiring consent of any party to the transfer and assignment of any such assets, property or rightsexcept as required under Seller’s GAAP; (viiie) any waiver sale, lease (as lessor), transfer or other disposal of (including any transfers to any of its Affiliates), or mortgage or pledge, or imposition of any material rights Lien on, any of its assets or claims of TCI properties, or any Subsidiary of TCI; (ix) any amendment or termination of any material contractinterests therein, agreement, license, permit or other right to which TCI or any Subsidiary of TCI is a party; than (x) any transaction by TCI inventory and personal property sold or any Subsidiary otherwise disposed of TCI outside the ordinary course of its business; (xi) any other distribution of property or assets by TCI or any Subsidiary of TCI other than in the ordinary course of business, and (y) Permitted Liens; (f) any creation, incurrence, assumption or guarantee, or agreement to create, incur, assume or guarantee any Indebtedness for borrowed money or entry into any “keep well” or other agreement to maintain the financial condition of another Person into any arrangement having the economic effect of any of the foregoing (including entering into, as lessee, any capitalized lease obligations as defined in Statement of Financial Accounting Standards No. 13); or (g) since the Financial Closing Date, any event, circumstance, condition or change relating or with respect to HoldCo or the Subsidiary or HoldCo or the Subsidiary that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Absence of Changes. Since the Balance Sheet Date, except as set forth in the Draft Registration Statement delivered to the Stockholders, and except as contemplated by this Agreement and the Other Agreements or as set forth on Schedule 6.15 hereto, there has not been: (i) any material adverse change in the financial condition, assets, liabilities (contingent or otherwise) or business of TCI or NewcoTCI; (ii) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of TCI or NewcoTCI; (iii) any change in the authorized capital of TCI or Newco or their its outstanding securities or any change in their its ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iv) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of TCI or NewcoTCI; (v) any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights of TCI or any Subsidiary thereof to any person; (vi) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to TCI or any Subsidiary thereof; (vii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of TCI or any Subsidiary thereof or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (viii) any waiver of any material rights or claims of TCI or any Subsidiary of TCI; (ix) any amendment or termination of any material contract, agreement, license, permit or other right to which TCI or any Subsidiary of TCI is a party; (x) any transaction by TCI or any Subsidiary of TCI outside the ordinary course of its business; (xi) any other distribution of property or assets by TCI or any Subsidiary of TCI other than in the ordinary course of business.

Absence of Changes. Since the Balance Sheet Date, except as set forth in the Draft Registration Statement delivered to the Stockholders, and except as contemplated by this Agreement and the Other Agreements or Except as set forth on Schedule 6.15 hereto3.01(v) of the Disclosure Schedules, between the Balance Sheets Date (except as otherwise indicated in subparagraph (vii) below) and the Execution Date, there has not been: (i) any material adverse repurchase, redemption or other acquisition of any equity interests of any Acquired Company or any interests convertible into equity interests of any Acquired Company or any other change in the financial condition, assets, liabilities (contingent capitalization or otherwise) or business ownership of TCI or Newcoany Acquired Companies; (ii) any damagemerger of any Acquired Company into or with any other Person, destruction consolidation of any Acquired Company with any other Person or loss (whether acquisition by any Acquired Company of all or not covered by insurance) materially adversely affecting substantially all of the properties business or business assets of TCI or Newcoany Person; (iii) any change in the authorized capital of TCI or Newco or their outstanding securities action by any Acquired Company or any change in their ownership interests or commitment entered into by any grant member of any optionsAcquired Company with respect to or in contemplation of any liquidation, warrantsdissolution, callsrecapitalization, conversion rights reorganization or commitmentsother winding up of its business or operations; (iv) any declaration material change in accounting policies or payment practices (including any change in depreciation or amortization policies) of any dividend or distribution in respect of the capital stock or any direct or indirect redemptionAcquired Company, purchase or other acquisition of any of the capital stock of TCI or Newcoexcept as required under GAAP; (v) any sale sale, lease (as lessor), transfer or transferother disposal of (including any transfers to any of its Affiliates), or mortgage or pledge, or imposition of any agreement to sell or transferLien on, any material assetsof assets or properties of any Acquired Company, or interests therein, other than: (A) inventory and personal property sold or rights otherwise disposed of TCI or any Subsidiary thereof to any personin the ordinary course of business; and (B) Permitted Liens; (vi) any cancellationcreation, incurrence, assumption or guarantee, or agreement to cancelcreate, incur, assume or guarantee any Indebtedness for borrowed money or entry into any “keep well” or other agreement to maintain the financial condition of another Person, or any arrangement having the economic effect of any of the foregoing (including entering into, as lessee, any indebtedness or other obligation owing to TCI or capitalized lease obligations as defined in Statement of Financial Accounting Standards No. 13), in each case, by any Subsidiary thereof;Acquired Company; or (vii) any planevent, agreement circumstance, condition or arrangement granting change relating or with respect to any preferential rights Acquired Company that would reasonably be expected to purchase have, individually or acquire any interest in any of the assets, property or rights of TCI or any Subsidiary thereof or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (viii) any waiver of any material rights or claims of TCI or any Subsidiary of TCI; (ix) any amendment or termination of any material contract, agreement, license, permit or other right to which TCI or any Subsidiary of TCI is a party; (x) any transaction by TCI or any Subsidiary of TCI outside the ordinary course of its business; (xi) any other distribution of property or assets by TCI or any Subsidiary of TCI other than in the ordinary course of businessaggregate, a Material Adverse Effect.

Absence of Changes. Since Except as disclosed on the Balance Sheet DateCertain Changes Schedule, except as set forth since August 31, 2004 through the date of this Agreement, the Acquired Company and the Subsidiaries have conducted their businesses only in the Draft Registration Statement delivered to the Stockholders, ordinary course consistent with past practice and except as contemplated by this Agreement and the Other Agreements or as set forth on Schedule 6.15 hereto, there has not beenbeen any: (ia) any material adverse change in the financial conditiondeclaration, assets, liabilities (contingent or otherwise) or business of TCI or Newco; (ii) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of TCI or Newco; (iii) any change in the authorized capital of TCI or Newco or their outstanding securities or any change in their ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iv) any declaration setting aside or payment of any dividend or other distribution in with respect to any shares of capital stock of the capital stock Acquired Company, or any direct or indirect repurchase, redemption, purchase retirement or other acquisition by the Acquired Company of any outstanding shares of capital stock, or other securities of, or other equity or ownership interests in, the Acquired Company or any other capital stock of TCI contribution to or Newcoequity investment in the Acquired Company; (vb) incurrence of any sale Encumbrance (other than any Permitted Lien or transferthe Encumbrance of Assets pursuant to the Senior Secured Credit Facility, the PBGC Settlement Agreement or this Agreement) or the incurrence of any agreement to sell or transfer, any material assets, property or rights Liability other than Liabilities incurred since the date of TCI or any Subsidiary thereof to any personthe balance sheet contained in the Most Recent Financial Statements in the ordinary course of business consistent with past practice; (vic) any cancellationincurrence, assumption or agreement to cancel, any indebtedness or other obligation owing to TCI or any Subsidiary thereof; (vii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of guarantee by the assets, property or rights of TCI or any Subsidiary thereof or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (viii) any waiver of any material rights or claims of TCI Acquired Company or any Subsidiary of TCIany indebtedness for borrowed money other than (i) borrowings in the ordinary course of business pursuant to the Senior Secured Credit Facility; and (ii) the incurrence, assumption or guarantee by the Acquired Company or a Subsidiary of any indebtedness for borrowed money on behalf of or for the benefit of any Affiliate or any other Subsidiary as permitted (and forgiven, discharged, released, cancelled (including by way of capital contribution) or paid) pursuant to Section 5.08; (ixd) making of any amendment loan, advance or termination capital contribution to, or investment in, any Person other than (i) the making of any loan, advance or capital contribution, or investment in, any Affiliate to the extent permitted pursuant to Section 5.08, or (ii) the making of any advance to any employee, consultant or independent contractor of the Acquired Company or any Subsidiary in the ordinary course of business consistent with past practice; (e) sale (other than sales or other dispositions of equipment deemed surplus or obsolete in the ordinary course of business or sales of ambulances or other medical vehicles in the ordinary course of business), lease, pledge, transfer or other disposition of any material contractAsset or any Asset having a depreciated book value or estimated fair market value in excess of $250,000, agreementindividually, licenseor $500,000, permit or in the aggregate, other right to which TCI than the sale of accounts receivable in the ordinary course of business consistent with past practice; (f) (i) payment by the Acquired Company or any Subsidiary of TCI is a party; any bonus or other similar non-recurring compensation (xincluding severance or termination pay)(other than the payment of annual bonuses or other compensation in the ordinary course of business or as otherwise previously disclosed in writing to Purchaser) any transaction or increase by TCI the Acquired Company or any Subsidiary of TCI outside any bonus, salary or other compensation (including severance or termination pay) to any Management Level Employee or director of the Acquired Company or any Subsidiary (other than as previously disclosed in writing to Purchaser); (ii) increase by the Acquired Company or any Subsidiary of any bonus (other than such increases made on an annual basis in the ordinary course of its business), salary or other compensation (including severance or termination pay) to any employee of the Acquired Company or any Subsidiary (other than any increases to employees (other than Management Level Employees) which do not exceed 0.5% in the aggregate to all employees of the Acquired Company and the Subsidiaries); and (iii) entry into any employment, severance, management, consulting, deferred compensation or similar Contract with any employee of the Acquired Company or any Subsidiary (other than the entry into any Contract disclosed pursuant to Sections 3.15(a)(v) and (vi), which subsections are identified on the Contracts Schedule); (xig) adoption of any other distribution Benefit Plan, or any increase in the benefits to or payments under, any Benefit Plan that has resulted or would be reasonably expected to result in an increase in the aggregate costs of property such benefits; (h) change in the accounting methods or assets principles used by TCI the Acquired Company or any Subsidiary other than as required under any applicable Law or GAAP; (i) settlement or compromise of TCI any Proceeding with any Governmental Authority pursuant to which (A) there is a finding or admission of violation of Law, or (B) the settlement or compromise involves the imposition, through a corporate integrity agreement or otherwise, of any ongoing auditing, disclosure or reporting obligations or material changes in the conduct of the Business on the part of the Acquired Company or any Subsidiary; (j) capital expenditure made, authorized or committed, except for such expenditures that are substantially consistent with and do not exceed the monthly allocations in the Capital Budget when aggregated for the period commencing September 1, 2004 through the date of this Agreement; (k) change in the current assets or current liabilities of the Acquired Company and the Subsidiaries, taken as a whole, other than in the ordinary course of businessbusiness consistent with past practice; (l) agreement, whether oral or written, by the Acquired Company or a Subsidiary to do any of the foregoing; or (m) labor dispute or any activity or Proceeding by a labor union or representative thereof to organize any employees of the Acquired Company or a Subsidiary, or any lockouts, strikes, slowdowns, work stoppages, grievances or threats thereof by or with respect to any employees of the Acquired Company or any Subsidiary.

Absence of Changes. Since the Balance Sheet Date, except as set forth in the Draft Registration Statement delivered to the Stockholders, and except Except as contemplated by this Agreement or as disclosed in the Company SEC Reports filed prior to the date hereof, since the Company Balance Sheet Date, the Company and the Other Agreements or as set forth on Schedule 6.15 hereto, Subsidiaries have conducted their business in the ordinary and usual course consistent with past practice and there has not been: (ia) any material adverse change event, occurrence or development which had or is reasonably expected to have, individually or in the financial conditionaggregate, assets, liabilities (contingent or otherwise) or business of TCI or Newcoa Material Adverse Effect on the Company and the Subsidiaries taken as a whole; (iib) any damagedeclaration, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of TCI or Newco; (iii) any change in the authorized capital of TCI or Newco or their outstanding securities or any change in their ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iv) any declaration setting aside or payment of any dividend or other distribution in respect of the any shares of capital stock of the Company or (except to the Company or other Subsidiaries) any Subsidiary, any split, combination or reclassification of any shares of capital stock of the Company or any direct Subsidiary, or indirect redemptionany repurchase, purchase redemption or other acquisition of by the Company or any of the capital stock Subsidiaries of TCI any securities of the Company or Newcoany of the Subsidiaries; (v) any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights of TCI or any Subsidiary thereof to any person; (vi) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to TCI or any Subsidiary thereof; (vii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of TCI or any Subsidiary thereof or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (viii) any waiver of any material rights or claims of TCI or any Subsidiary of TCI; (ixc) any amendment or termination change to the charter, certificate or articles of incorporation, operating agreement or bylaws (or other similar organizational or governing instrument) of the Company or any of the Subsidiaries, or any amendment of any material contract, agreement, license, permit or other right to which TCI term of any outstanding security of the Company or any Subsidiary of TCI is a partythe Subsidiaries that would materially increase the obligations of the Company or any such subsidiary under such security; (xd) (i) any transaction incurrence or assumption by TCI the Company or any Subsidiary of TCI outside the Subsidiaries of any indebtedness for borrowed money other than under existing credit facilities (or any renewals, replacements or extensions that do not increase the aggregate commitments thereunder) except in the ordinary and usual course of its business; business consistent with past practice, or (xiii) any guarantee, endorsement, or other distribution incurrence or assumption of property liability (whether directly, contingently or assets otherwise) by TCI the Company or any Subsidiary of TCI the Subsidiaries for the obligations of any other person (other than any wholly owned subsidiary of the Company), other than in the ordinary and usual course of business consistent with past practice; (e) any creation or assumption by the Company or any of the Subsidiaries of any lien or encumbrance on any material asset of the Company or any of the Subsidiaries other than in the ordinary and usual course of business consistent with past practice; (f) any making of any loan, advance or capital contribution to or investment in any person by the Company or any of the Subsidiaries other than (i) loans, advances or capital contributions to or investments in wholly owned subsidiaries of the Company; (ii) loans or advances to employees of the Company or any of the Subsidiaries in the ordinary and usual course of business consistent with past practice; or (iii) extensions of credit to customers in the ordinary and usual course of business consistent with past practice; (g) any contract or agreement entered into by the Company or any of the Subsidiaries on or prior to the date hereof relating to any material acquisition or disposition of any assets or business, other than contracts or agreements in the ordinary and usual course of business consistent with past practice and those contemplated by this Agreement; (h) any modification, amendment, assignment, termination or relinquishment by the Company or any of the Subsidiaries of any contract, license or other right (including any insurance policy naming it as a beneficiary or a loss payable payee) that is reasonably expected to have a Material Adverse Effect, after taking into account the benefit of the consideration, if any, received in exchange for agreeing to such modification, amendment, assignment, termination or relinquishment, on the Company and the Subsidiaries taken as a whole; (i) any material change in any method of accounting or accounting principles or practice by the Company or any of the Subsidiaries, except for any such change required by reason of a change in GAAP, which change has been consistently applied; (j) any (i) grant of any severance or termination pay to any director, officer or employee of the Company or any of the Subsidiaries; (ii) entering into of any employment, deferred compensation, severance, consulting, termination or other similar agreement (or any change or amendment to any such existing agreement) with any director, officer, employee, agent or other similar representative of the Company or any of the Subsidiaries (collectively, “Company Employment Agreements”) whose annual cash compensation exceeds $100,000, other than changes or amendments that (A) do not and will not result in increases, in the aggregate, of more than five percent in the salary, wages or other compensation of any such person and (B) are otherwise consistent with clause (iv) below; (iii) increase in benefits payable under any existing severance or termination pay policies or Company Employment Agreements; or (iv) increase in compensation, bonus or other benefits payable to directors, officers or employees of the Company or any of the Subsidiaries other than, in the case of clauses (ii) and (iv) only, increases prior to the date hereof in compensation, bonus or other benefits payable to directors, officers or employees of the Company or any of the Subsidiaries in the ordinary and usual course of business consistent with past practice or merit increases in salaries of employees at regularly scheduled times in customary amounts consistent with past practices; or (k) any (i) making or revoking of any material election relating to taxes; (ii) settlement or compromise of any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to taxes; or (iii) change to any material methods of reporting income or deductions for federal income tax purposes.

Absence of Changes. Since the Balance Sheet Date, except as set forth in the Draft Registration Statement delivered to the Stockholders, and except as contemplated by this Agreement and the Other Agreements or Except as set forth on Schedule 6.15 heretoSection 4.6 of the Company Disclosure Schedule, there has not beensince December 31, 2007, neither the Company nor any of its Subsidiaries has: (ia) suffered any Company Material Adverse Effect or any material adverse change loss, damage or destruction to, or any material interruption in the financial conditionuse of, assets, liabilities (contingent or otherwise) any of the assets or business of TCI the Company or Newco; (ii) any damage, destruction or loss of its Subsidiaries (whether or not covered by insurance) materially adversely affecting the properties or business of TCI or Newco); (b) (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock; or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities; (c) sold, issued, granted, or authorized the issuance of: (i) any capital stock or other security (other than pursuant to the Company Equity Plans); (ii) any option, warrant or right to acquire any capital stock or any other security (other than pursuant to the Company Equity Plans); or (iii) any change instrument convertible into or exchangeable for any capital stock or other security; (d) amended or waived any of its rights under, or exercised its discretion to permit the acceleration of vesting under any provision of: (i) the Company Equity Plan; (ii) any restricted stock purchase agreement; or (iii) any other Contract evidencing or relating to any equity award (whether payable in cash or stock); (e) amended the authorized capital articles of TCI incorporation, bylaws or Newco other charter or their outstanding organizational documents of the Company or any of its Subsidiaries, or effected or been a party to any plan of complete or partial liquidation, dissolution, merger, consolidation, share exchange, business combination, recapitalization, restructuring, reclassification of shares, stock split, reverse stock split or similar transaction or action; (f) formed any Subsidiary or acquired any equity interest or other interest in any other Entity; (g) (i) lent money to any Person; (ii) incurred or guaranteed any indebtedness; (iii) issued or sold any debt securities or any change in their ownership interests or any grant of any options, warrants, callscalls or other rights to acquire any debt securities; (iv) guaranteed any debt securities of others; or (v) made any capital expenditure or commitment, conversion rights individually or commitmentsin the aggregate, in excess of $250,000; (ivh) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of TCI or Newco; (v) any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights of TCI or any Subsidiary thereof to any person; (vi) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to TCI or any Subsidiary thereof; (vii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of TCI or any Subsidiary thereof or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (viii) any waiver of any material rights or claims of TCI or any Subsidiary of TCI; (ix) any amendment or termination of any material contract, agreement, license, permit or other right to which TCI or any Subsidiary of TCI is a party; (x) any transaction by TCI or any Subsidiary of TCI outside the ordinary course of its business; (xi) any other distribution of property or assets by TCI or any Subsidiary of TCI other than in the ordinary course of business: (i) caused or permitted any Company Equity Plan to be amended, other than as required by law; or (ii) paid any bonus or made any profit-sharing or similar payment to, or increased the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors or employees; (i) changed any of its methods of accounting or accounting practices, except as required or prescribed by GAAP, or made any material Tax election, filed any material amendment to any Tax Return, adopted or changed any accounting method in respect of material Taxes, entered into any closing agreement relating to any material Tax, settled or compromised any claim, notice, audit report or assessment in respect of material Taxes, or consented to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (j) entered into, amended or terminated any Material Contract, or acquired any material assets nor sold, leased or otherwise irrevocably disposed of any of its material assets or properties, nor has any Encumbrance been granted with respect to such assets or properties, except in the ordinary course of business; (k) to the knowledge of the Company, suffered or experienced an event of fraud or willful misconduct; (l) effected or entered into any (i) material change in pricing or royalties or other payments set or charged by the Company or any of its Subsidiaries to its customers or licensees, (ii) agreement by the Company or any of its Subsidiaries to change pricing or royalties or other payments set or charged by persons who have licensed Intellectual Property to the Company or any of its Subsidiaries, or (iii) material change in pricing or royalties or other payments set or charged by persons who have licensed Intellectual Property to the Company or any of its Subsidiaries; (m) licensed, sold, transferred, pledged, encumbered, modified, abandoned, failed to maintain or otherwise disposed of any Intellectual Property, except in the ordinary course of business; (n) pledged any of its assets or otherwise permitted any of its assets to become subject to any Encumbrance; or (o) negotiated, agreed or committed to take any of the actions referred to in clauses “(c)” through “(n)” above (other than negotiations between the Parties to enter into this Agreement).

Absence of Changes. Since None of Holdco or the Balance Sheet Date, except as set forth Subsidiaries has engaged in the Draft Registration Statement delivered any business unrelated to the Stockholdersdevelopment, financing, ownership, operation and except as contemplated by this Agreement and maintenance of the Other Agreements or Facility. Except as set forth on Schedule 6.15 hereto3.22, since the Balance Sheet Date (except as otherwise indicated in subparagraph (g) below) until the date of this Agreement, there has not been: (ia) any material adverse change in the financial conditionrepurchase, assets, liabilities (contingent or otherwise) or business of TCI or Newco; (ii) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of TCI or Newco; (iii) any change in the authorized capital of TCI or Newco or their outstanding securities or any change in their ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iv) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase redemption or other acquisition of any equity interests of HoldCo or any Subsidiary or any interests convertible into equity interests of HoldCo or any Subsidiary or any other change in the capital stock capitalization or ownership of TCI HoldCo or Newcoany Subsidiary; (vb) any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights merger of TCI HoldCo or any Subsidiary thereof to into or with any person; (vi) any cancellationother Person, or agreement to cancel, any indebtedness or other obligation owing to TCI consolidation of HoldCo or any Subsidiary thereof; (vii) with any plan, agreement other Person or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of TCI or any Subsidiary thereof or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (viii) any waiver of any material rights or claims of TCI acquisition by HoldCo or any Subsidiary of TCIall or substantially all of the business or assets of any Person; (ixc) any amendment or termination of any material contract, agreement, license, permit or other right to which TCI action by HoldCo or any Subsidiary or any commitment entered into by any member of TCI is a partyHoldCo or any Subsidiary with respect to or in contemplation of any liquidation, dissolution, recapitalization, reorganization or other winding up of its business or operations; (xd) any transaction by TCI material change in accounting policies or practices (including any change in depreciation or amortization policies) of HoldCo or any Subsidiary of TCI outside the ordinary course of its businessSubsidiary, except as required under Seller’s GAAP; (xie) any sale, lease (as lessor), transfer or other distribution disposal of property (including any transfers to any of its Affiliates), or mortgage or pledge, or imposition of any Lien on, any of its assets by TCI or any Subsidiary of TCI properties, or interests therein, other than (x) inventory and personal property sold or otherwise disposed of in the ordinary course of business, and (y) Permitted Liens; (f) any creation, incurrence, assumption or guarantee, or agreement to create, incur, assume or guarantee any Indebtedness for borrowed money or entry into any “keep well” or other agreement to maintain the financial condition of another Person into any arrangement having the economic effect of any of the foregoing (including entering into, as lessee, any capitalized lease obligations as defined in Statement of Financial Accounting Standards No. 13); or (g) since the Financial Closing Date, any event, circumstance, condition or change relating or with respect to HoldCo or any Subsidiary or HoldCo or any Subsidiary that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Absence of Changes. Since the Balance Sheet Date, except as set forth Neither HoldCo nor any Subsidiary has engaged in the Draft Registration Statement delivered any business unrelated to the Stockholdersdevelopment, financing, ownership operation and except as contemplated by this Agreement and maintenance of the Other Agreements or Facilities. Except as set forth on Schedule 6.15 hereto3.22, since the Balance Sheet Date (except as otherwise indicated in subparagraph (g) below) until the date of this Agreement, there has not been: (ia) any material adverse change in the financial conditionrepurchase, assets, liabilities (contingent or otherwise) or business of TCI or Newco; (ii) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of TCI or Newco; (iii) any change in the authorized capital of TCI or Newco or their outstanding securities or any change in their ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iv) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase redemption or other acquisition of any equity interests of HoldCo or the capital stock Subsidiaries or any interests convertible into equity interests of TCI HoldCo or Newcothe Subsidiaries or any other change in the capitalization or ownership of HoldCo or the Subsidiaries; (vb) any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights merger of TCI HoldCo or any Subsidiary thereof to into or with any person; (vi) any cancellationother Person, or agreement to cancel, any indebtedness or other obligation owing to TCI consolidation of HoldCo or any Subsidiary thereof; (vii) with any plan, agreement other Person or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of TCI or any Subsidiary thereof or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (viii) any waiver of any material rights or claims of TCI acquisition by HoldCo or any Subsidiary of TCIall or substantially all of the business or assets of any Person; (ixc) any amendment or termination of any material contract, agreement, license, permit or other right to which TCI action by HoldCo or any Subsidiary or any commitment entered into by any member of TCI is a partyHoldCo or any Subsidiary with respect to or in contemplation of any liquidation, dissolution, recapitalization, reorganization or other winding up of its business or operations; (xd) any transaction by TCI material change in accounting policies or practices (including any change in depreciation or amortization policies) of HoldCo or any Subsidiary of TCI outside the ordinary course of its businessSubsidiary, except as required under GAAP; (xie) any sale, lease (as lessor), transfer or other distribution disposal of property (including any transfers to any of its Affiliates), or mortgage or pledge, or imposition of any Lien on, any of its assets by TCI or any Subsidiary of TCI properties, or interests therein, other than (x) inventory and personal property sold or otherwise disposed of in the ordinary course of business, and (y) Permitted Liens; (f) any creation, incurrence, assumption or guarantee, or agreement to create, incur, assume or guarantee any Indebtedness for borrowed money or entry into any “keep well” or other agreement to maintain the financial condition of another Person into any arrangement having the economic effect of any of the foregoing (including entering into, as lessee, any capitalized lease obligations as defined in Statement of Financial Accounting Standards No. 13); or (g) any event, circumstance, condition or change relating or with respect to HoldCo or any Subsidiary that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect since the Acquisition Closing Date.

Absence of Changes. Since the Balance Sheet DateNovember 30, 1997, except as set forth in the Draft Registration Statement delivered to the Stockholders, and except as contemplated by this Agreement and the Other Agreements herein or as set forth on Schedule 6.15 hereto6.24, there has not been: (i) any material adverse change changes that, individually or in the financial conditionaggregate, assets, liabilities (contingent or otherwise) or business of TCI or Newcohave had a Material Adverse Effect; (ii) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of TCI NDI or Newcoany NDI Subsidiary; (iii) any change in the authorized capital of TCI NDI or Newco any NDI Subsidiary or in their outstanding securities or any change in their ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iv) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of TCI NDI or Newcoany NDI Subsidiary; (v) any increase in the compensation, bonus, sales commissions or fee arrangement payable or to become payable by NDI or any NDI Subsidiary to any of its officers, directors, NDI STOCKHOLDERS, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice; (vi) any work interruptions, labor grievances or claims filed, or any similar event or condition of any character, materially adversely affecting the business or future prospects of NDI or any NDI Subsidiary; (vii) any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights of TCI NDI or any NDI Subsidiary thereof to any person, including without limitation the NDI STOCKHOLDERS and their affiliates; (viviii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to TCI NDI or any Subsidiary NDI Subsidiary, including without limitation any indebtedness or obligation of any of the NDI STOCKHOLDERS or any affiliate thereof, provided that NDI and the NDI Subsidiaries may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice; (viiix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of TCI NDI or any NDI Subsidiary thereof or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (viiix) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of business of NDI and the NDI Subsidiaries; (xi) any waiver of any material rights or claims of TCI NDI or any Subsidiary of TCINDI Subsidiary; (ixxii) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which TCI NDI or any NDI Subsidiary of TCI is a party;; or (xxiii) any transaction by TCI NDI or any NDI Subsidiary of TCI outside the ordinary course of its business; (xi) any other distribution of property or assets by TCI or any Subsidiary of TCI other than in the ordinary course of businessbusinesses.

Absence of Changes. Since Except as described in SCHEDULE 5.2(28), since the Balance Sheet Financial Statements Date, except as set forth DevCo has carried on the Business and conducted its operations and affairs only in the Draft Registration Statement delivered to the Stockholders, Ordinary Course and except as contemplated by this Agreement and the Other Agreements or as set forth on Schedule 6.15 hereto, there DevCo has not beennot: (ia) made or suffered any material adverse change in the financial condition, assets, liabilities (contingent or otherwise) or business of TCI or NewcoMaterial Adverse Change; (iib) suffered any damage, material damage to or the destruction or loss of (whether or not covered by insurance) materially adversely affecting the properties or business of TCI or NewcoAssets; (iiic) incurred any liability, obligation, indebtedness or commitment (whether accrued, absolute, contingent or otherwise, and whether due or to become due), other than unsecured current liabilities, obligations, indebtedness and commitments incurred in the Ordinary Course; (d) paid, discharged or satisfied any Encumbrance, liability, obligation, indebtedness or commitment of DevCo (whether accrued, absolute, contingent or otherwise, and whether due or to become due) other than payment of accounts payable and Tax liabilities incurred in the Ordinary Course; (e) declared, set aside or paid any dividend or made any other distribution with respect to any shares in the capital of DevCo or redeemed, repurchased or otherwise acquired, directly or indirectly, any such shares; (f) issued or sold or entered into any Contract for the issuance or sale of any shares in the capital of or securities convertible into or exercisable for shares in the capital of DevCo; (g) made or granted, or entered into any agreement to make or grant, any licence, sale, assignment, transfer, disposition, pledge, mortgage, hypothec or security interest or other Encumbrance of, on or over any of the Assets other than a Permitted Encumbrance; (h) cancelled any debts or claims or made any amendment, termination or waiver of any rights of value to DevCo; (i) made any general increase in the compensation of Employees (including, any increase pursuant to any Employee Plan or commitment) or any increase in any compensation, benefits or bonus payable to any officer, Employee, consultant or agent of DevCo or executed any employment Contract with any officer or Employee, or made any loan to, or engaged in any transaction with, any Employee, officer or director of DevCo or made any amendment to any Employee Plan or established or adopted any Employee Plan or entered into any Contract in respect of any Employee Plan; (j) made any capital expenditures or commitments of DevCo; (k) made any forward purchase commitments; (l) made any change in the authorized capital of TCI accounting, costing or Newco or their outstanding securities or any change in their ownership interests or any grant of any options, warrants, calls, conversion rights or commitmentstax practices followed by DevCo save and except for those contemplated by Section 4.1(1)(h); (ivm) made any declaration change adopted by DevCo in its depreciation or payment amortization policies or rates; (n) terminated, cancelled or modified in any material respect or received any notice of a request for termination, cancellation or modification in any material respect of any dividend Material Contract; or (o) authorized or distribution in respect of the capital stock agreed to or any direct or indirect redemption, purchase or other acquisition of otherwise committed to do any of the capital stock of TCI or Newco; (v) any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights of TCI or any Subsidiary thereof to any person; (vi) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to TCI or any Subsidiary thereof; (vii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of TCI or any Subsidiary thereof or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (viii) any waiver of any material rights or claims of TCI or any Subsidiary of TCI; (ix) any amendment or termination of any material contract, agreement, license, permit or other right to which TCI or any Subsidiary of TCI is a party; (x) any transaction by TCI or any Subsidiary of TCI outside the ordinary course of its business; (xi) any other distribution of property or assets by TCI or any Subsidiary of TCI other than in the ordinary course of businessforegoing.

Absence of Changes. Since the Balance Sheet DateDecember 6, except as set forth in the Draft Registration Statement delivered to the Stockholders, and except as contemplated by this Agreement and the Other Agreements or as set forth on Schedule 6.15 hereto1999, there has not been: been (i) any material ------------------ significant adverse change in the financial condition, assetsresults of operations, liabilities (contingent or otherwise) assets or business of TCI or Newco; the Borrowers, (ii) any repayment of any indebtedness or any borrowing of or agreement to borrow any money or any material Liabilities incurred by the Borrowers, other than current Liabilities incurred in the ordinary course of business, (iii) any material asset or property of the Borrowers made subject to a Lien, (iv) any declaration or payment of dividends on, or other distributions with respect to, or any direct or indirect redemption or repurchase of, any shares of the capital stock of Borrowers, (v) any issuance of any stocks, bonds or other securities of the Borrowers, or any options, warrants or rights or agreements or commitments to purchase or issue such securities, (vi) any mortgage, pledge, sale, assignment or transfer of any material tangible or intangible assets of the Borrowers, except with respect to tangible assets effected in the ordinary course of business to persons not related to the Borrowers, (vii) any loan by the Borrowers to any officer, director, employee or shareholder of the Borrowers or any affiliate thereof, (viii) any material damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties assets, property or business of TCI or Newco; the Borrowers, (iiiix) any change in the authorized capital of TCI or Newco or their outstanding securities or any change in their ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iv) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of assets or property by the capital stock of TCI or Newco; (v) any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights of TCI or any Subsidiary thereof to any person; (vi) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to TCI or any Subsidiary thereof; (vii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of TCI or any Subsidiary thereof or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (viii) any waiver of any material rights or claims of TCI or any Subsidiary of TCI; (ix) any amendment or termination of any material contract, agreement, license, permit or other right to which TCI or any Subsidiary of TCI is a party; (x) any transaction by TCI or any Subsidiary of TCI outside the ordinary course of its business; (xi) any other distribution of property or assets by TCI or any Subsidiary of TCI Borrowers other than in the ordinary course of business, (x) any change in the accounting methods or practices followed by the Borrowers, (xi) any operation of the business of the Borrowers outside of the ordinary course of business and/or inconsistent with past practice, (xii) any waiver of any valuable right of the Borrowers, or the cancellation or reduction of any material debt or claim held by the Borrowers, or (xiii) any commitment or agreement (contingent or otherwise) to do any of the foregoing.

Absence of Changes. Since Except as reflected in (i) UTI's, UII's or FCC's annual reports on Form 10-K for the Balance Sheet Dateyear ended December 31, except 1997, as set forth in filed with the Draft Registration Statement delivered to Securities and Exchange Commission, (ii) UTI's, UII's or FCC's audited consolidated financial statements for the Stockholdersyear ended December 31, 1997, (iii) the 1997 annual report of each of UGL, USA, APP and except ALI as contemplated by this Agreement and filed with the Other Agreements applicable insurance department, or as set forth on Schedule 6.15 hereto(iv) UTI's Disclosure Schedule, since December 31, 1997 there has not been: (i) any material adverse change in the financial condition, assets, liabilities (contingent properties, liabilities, results of operations or otherwise) prospects of either UTI or business of TCI or Newcoany UTI Subsidiary; (ii) any damagedeclaration, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of TCI or Newco; (iii) any change in the authorized capital of TCI or Newco or their outstanding securities or any change in their ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iv) any declaration setting aside or payment of any dividend dividend, or distribution other distribution, in respect of any of the capital stock of either UTI or any UTI Subsidiary or any direct or indirect redemption, purchase or other acquisition by UTI or any UTI Subsidiary of any of its capital stock; (iii) except for agents' contracts entered into in the ordinary course of business, any entry into or amendment of any employment or deferred compensation agreement between either UTI or any UTI Subsidiary and any officer, director, employee, agent or consultant of UTI or any UTI Subsidiary; (iv) any issuance or sale by either UTI or any UTI Subsidiary of any of its authorized capital stock, debentures, bonds, notes or other debt securities, or any modification or amendment of the rights of the holders of any of its outstanding capital stock of TCI debentures, bonds, notes or Newcoother securities; (v) any sale creation of any mortgage, lien or transferother encumbrance or security interest (other than deposits with State Insurance Departments pursuant to state insurance statutes and liens for current taxes which are fully reserved for but not yet due), including, without limitation, any deposit for security made of, created on or in any asset or property of either UTI or any UTI Subsidiary, or any agreement to sell or transfer, any material assets, property or rights of TCI assumed by either UTI or any UTI Subsidiary thereof with respect to any personsuch asset or property; (vi) any cancellation, or agreement to cancel, any material indebtedness or other material liability or obligation owing to TCI (whether known or unknown, absolute, accrued, contingent or otherwise) incurred, or other transaction engaged in, by any of UTI or any UTI Subsidiary thereofexcept in the ordinary course of business; (vii) any planmaterial obligation or liability discharged or satisfied, agreement other than the current liabilities reflected in the consolidated balance sheet of UTI, UII, UTG or arrangement granting any preferential rights to purchase FCC or acquire any interest in any of their Insurance Company Subsidiaries as of December 31, 1997 and current liabilities incurred since the assets, property or rights date thereof in the ordinary course of TCI or any Subsidiary thereof or requiring consent of any party to the transfer and assignment of any such assets, property or rightsbusiness; (viii) any waiver sale, transfer or other disposition of any material rights assets or claims properties of TCI UTI, UII, UTG or FCC or any Subsidiary of TCItheir Insurance Company Subsidiaries except in the ordinary course of business; (ix) any amendment amendment, termination or termination waiver of any material right of UTI or any UTI Subsidiary under any material contract, agreement, license, permit agreement or other right to which TCI governmental license or any Subsidiary of TCI is a partypermit; (x) any transaction material change in the practices and policies customarily followed by TCI UTI or any UTI Subsidiary of TCI outside the ordinary course of its business(including, without limitation, any underwriting, actuarial, pricing, financial or accounting practices or policies); (xi) any other distribution material increase or decrease in the percentage of property or assets by TCI its reinsured business, or any Subsidiary material increase in its lapse ratio, or any material decrease in the amount of TCI its in- force business; (xii) any increase in salaries or other than compensation of, or advances to, executive employees or increases to non- executive employees which are not in the ordinary course of businessbusiness consistent with past practice; (xiii) any loss of key agents or key employees by any Insurance Company Subsidiary which could reasonably be expected to have a material adverse effect on the business of such Insurance Company Subsidiary; or (xiv) any transaction which was not in the ordinary course of business consistent with past practice.

Absence of Changes. Since the Balance Sheet Date, except as set forth in the Draft Registration Statement delivered to the Stockholders, and except as contemplated by this Agreement and the Other Agreements or as set forth on Schedule 6.15 hereto, there has not been: (i) any material adverse change in the financial condition, assets, liabilities (contingent or otherwise) or business of TCI or NewcoLandCARE; (ii) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of TCI or NewcoLandCARE; (iii) any change in the authorized capital of TCI LandCARE or Newco or their its outstanding securities or any change in their its ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iv) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of TCI or NewcoLandCARE; (v) any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights of TCI LandCARE or any Subsidiary thereof to any person; (vi) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to TCI LandCARE or any Subsidiary thereof; (vii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of TCI LandCARE or any Subsidiary thereof or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (viii) any waiver of any material rights or claims of TCI LandCARE or any Subsidiary of TCILandCARE; (ix) any amendment or termination of any material contract, agreement, license, permit or other right to which TCI LandCARE or any Subsidiary of TCI LandCARE is a party; (x) any transaction by TCI LandCARE or any Subsidiary of TCI LandCARE outside the ordinary course of its business; (xi) any other distribution of property or assets by TCI LandCARE or any Subsidiary of TCI LandCARE other than in the ordinary course of business.

Absence of Changes. Since the Balance Sheet Date, except as set forth in the Draft Registration Statement delivered to the Stockholders, and except as contemplated by this Agreement and the Other Agreements or Except as set forth on Schedule 6.15 hereto3.22, since the Balance Sheet Date (except as otherwise indicated in subparagraph (g) below) until the date of this Agreement, there has not been: (ia) any material adverse change in the financial conditionrepurchase, assets, liabilities (contingent or otherwise) or business of TCI or Newco; (ii) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of TCI or Newco; (iii) any change in the authorized capital of TCI or Newco or their outstanding securities or any change in their ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iv) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase redemption or other acquisition of any equity interests of Laredo HoldCo, Tapestry HoldCo or the capital stock Subsidiaries or any interests convertible into equity interests of TCI Laredo HoldCo, Tapestry HoldCo or Newcothe Subsidiaries or any other change in the capitalization or ownership of Laredo HoldCo, Tapestry HoldCo or the Subsidiaries; (vb) any sale or transfermerger of Laredo HoldCo, or any agreement to sell or transfer, any material assets, property or rights of TCI Tapestry HoldCo or any Subsidiary thereof to into or with any person; (vi) any cancellationother Person, or agreement to cancelconsolidation of Laredo HoldCo, any indebtedness or other obligation owing to TCI Tapestry HoldCo or any Subsidiary thereof; (vii) with any planother Person or acquisition by Laredo HoldCo, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of TCI or any Subsidiary thereof or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (viii) any waiver of any material rights or claims of TCI Tapestry HoldCo or any Subsidiary of TCIall or substantially all of the business or assets of any Person; (ixc) any amendment or termination of any material contractaction by Laredo HoldCo, agreement, license, permit or other right to which TCI Tapestry HoldCo or any Subsidiary or any commitment entered into by any member of TCI is a partyLaredo HoldCo, Tapestry HoldCo or any Subsidiary with respect to or in contemplation of any liquidation, dissolution, recapitalization, reorganization or other winding up of its business or operations; (xd) any transaction by TCI material change in accounting policies or practices (including any change in depreciation or amortization policies) of Laredo HoldCo, Tapestry HoldCo or any Subsidiary of TCI outside the ordinary course of its businessSubsidiary, except as required under GAAP; (xie) any sale, lease (as lessor), transfer or other distribution disposal of property (including any transfers to any of its Affiliates), or mortgage or pledge, or imposition of any Lien on, any of its assets by TCI or any Subsidiary of TCI properties, or interests therein, other than (x) inventory and personal property sold or otherwise disposed of in the ordinary course of business, and (y) Permitted Liens; (f) any creation, incurrence, assumption or guarantee, or agreement to create, incur, assume or guarantee any Indebtedness for borrowed money or entry into any "keep well" or other agreement to maintain the financial condition of another Person into any arrangement having the economic effect of any of the foregoing (including entering into, as lessee, any capitalized lease obligations as defined in Statement of Financial Accounting Standards No. 13); or (g) any event, circumstance, condition or change relating or with respect to Laredo HoldCo, Tapestry HoldCo or any Subsidiary that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, since the Acquisition Closing Date or to the Knowledge of Seller since (i) in the case of Laredo HoldCo and its Subsidiaries, the Laredo Financial Closing Date and (ii) in the case of Tapestry HoldCo and its Subsidiaries, the Tapestry Financial Closing Date.

Absence of Changes. Since the Balance Sheet Date, except as set forth in the Draft Registration Statement delivered to the Stockholders, and except as contemplated by this Agreement and the Other Agreements or Except as set forth on Schedule 6.15 5.6 hereto, ------------------ ------------ since the date of the Buyer Interim Balance Sheet, there has not been: been (i) any material significant adverse change in the financial condition, assetsresults of operations, liabilities (contingent or otherwise) assets or business of TCI or Newco; Buyer, (ii) any repayment of any indebtedness or any borrowing of or agreement to borrow any money or any material Liabilities incurred by Buyer, other than current Liabilities incurred in the ordinary course of business, (iii) any material asset or property of Buyer made subject to a Lien, (iv) any declaration or payment of dividends on, or other distributions with respect to, or any direct or indirect redemption or repurchase of, any shares of the capital stock of Buyer, (v) any issuance of any stocks, bonds or other securities of Buyer, or any options, warrants or rights or agreements or commitments to purchase or issue such securities (other than the Buyer Shares), (vi) any mortgage, pledge, sale, assignment or transfer of any material tangible or intangible assets of Buyer, except with respect to tangible assets effected in the ordinary course of business to persons not related to Buyer, (vii) any loan by Buyer to any officer, director, employee or shareholder of Buyer or any affiliate thereof, (viii) any material damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties assets, property or business of TCI or Newco; Buyer, (iiiix) any change in the authorized capital of TCI or Newco or their outstanding securities or any change in their ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iv) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of TCI assets or Newco; (v) any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights of TCI or any Subsidiary thereof to any person; (vi) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to TCI or any Subsidiary thereof; (vii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of TCI or any Subsidiary thereof or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (viii) any waiver of any material rights or claims of TCI or any Subsidiary of TCI; (ix) any amendment or termination of any material contract, agreement, license, permit or other right to which TCI or any Subsidiary of TCI is a party; (x) any transaction by TCI or any Subsidiary of TCI outside the ordinary course of its business; (xi) any other distribution of property or assets by TCI or any Subsidiary of TCI Buyer other than in the ordinary course of business, (x) any change in the accounting methods or practices followed by Buyer, (xi) any operation of the business of Buyer outside of the ordinary course of business and/or inconsistent with past practice, (xii) any waiver of any valuable right of Buyer, or the cancellation or reduction of any material debt or claim held by Buyer, or (xiii) except as provided by this Agreement, any commitment or agreement (contingent or otherwise) to do any of the foregoing.

Absence of Changes. Since the Balance Sheet Date, except as set forth in the Draft Registration Statement delivered to the Stockholders, and except as contemplated by this Agreement and the Other Agreements or Except as set forth on Schedule 6.15 hereto3.01(v) of the Disclosure Schedules, since the Balance Sheet Date (except as otherwise indicated in subparagraph (vii) below) until the date of this Agreement, there has not been: (i) any material adverse repurchase, redemption or other acquisition of any equity interests of the Company or the Black Rock Entities or any interests convertible into equity interests of the Company or the Black Rock Entities or any other change in the financial conditioncapitalization or ownership of the Company or the Black Rock Entities, assets, liabilities (contingent or otherwise) or business other than as permitted pursuant to the terms and subject to the conditions of TCI or NewcoSection 5.12(a); (ii) any damagemerger of the Company or the Black Rock Entities into or with any other Person, destruction consolidation of the Company or loss (whether the Black Rock Entities with any other Person or not covered acquisition by insurance) materially adversely affecting the properties Company or the Black Rock Entities of all or substantially all of the business or assets of TCI or Newcoany Person; (iii) any change in action by the authorized capital of TCI Company or Newco or their outstanding securities the Black Rock Entities or any change commitment entered into by any member of the Company or the Black Rock Entities with respect to or in their ownership interests or any grant contemplation of any optionsliquidation, warrantsdissolution, callsrecapitalization, conversion rights reorganization or commitmentsother winding up of its business or operations; (iv) any declaration material change in accounting policies or payment of practices (including any dividend change in depreciation or distribution in respect amortization policies) of the capital stock Company or any direct or indirect redemptionthe Black Rock Entities, purchase or other acquisition of any of the capital stock of TCI or Newcoexcept as required under GAAP; (v) any sale sale, lease (as lessor), transfer or transferother disposal of (including any transfers to any of its Affiliates), or mortgage or pledge, or imposition of any agreement to sell or transferLien on, any material assetsof its assets or properties, or interests therein, other than (x) inventory and personal property sold or rights otherwise disposed of TCI or any Subsidiary thereof to any personin the ordinary course of business, and (y) Permitted Liens; (vi) any cancellationcreation, incurrence, assumption or guarantee, or agreement to cancelcreate, incur, assume or guarantee any Indebtedness for borrowed money or entry into any “keep well” or other agreement to maintain the financial condition of another Person into any arrangement having the economic effect of any of the foregoing (including entering into, as lessee, any indebtedness or capitalized lease obligations as defined in Statement of Financial Accounting Standards No. 13), other obligation owing than as permitted pursuant to TCI or any Subsidiary thereof;the terms and subject to the conditions of Section 5.12(a); or (vii) any planevent, agreement circumstance, condition or arrangement granting any preferential rights to purchase change relating or acquire any interest in any of the assets, property or rights of TCI or any Subsidiary thereof or requiring consent of any party with respect to the transfer and assignment of any such assetsCompany or the Black Rock Entities that would reasonably be expected to have, property individually or rights; (viii) any waiver of any material rights or claims of TCI or any Subsidiary of TCI; (ix) any amendment or termination of any material contract, agreement, license, permit or other right to which TCI or any Subsidiary of TCI is a party; (x) any transaction by TCI or any Subsidiary of TCI outside the ordinary course of its business; (xi) any other distribution of property or assets by TCI or any Subsidiary of TCI other than in the ordinary course of businessaggregate, a Material Adverse Effect.

Absence of Changes. Since the Balance Sheet Date, except Except as set forth in Section 4.10 of the Draft Registration Statement delivered to the StockholdersDisclosure Schedule, and except as contemplated by this Agreement and the Other Agreements or as set forth on Schedule 6.15 heretosince December 31, 1996 there has not been: (i) any material adverse change in the business, financial condition, assetsresults of operations or assets or liabilities of the GWC Group, liabilities (contingent other than changes in the ordinary course of business and changes which will not, singularly or otherwise) or business of TCI or Newcoin the aggregate, result in a Material Adverse Effect; (ii) any damagedamage or destruction, destruction loss or loss (other casualty, however arising and whether or not covered by insurance) materially adversely affecting , which will, singularly or in the properties or business of TCI or Newcoaggregate, result in a Material Adverse Effect; (iii) any change labor dispute or any other event or condition of any character which will, singularly or in the authorized capital of TCI or Newco or their outstanding securities or any change aggregate, result in their ownership interests or any grant of any options, warrants, calls, conversion rights or commitmentsa Material Adverse Effect; (iv) any declaration indebtedness incurred by any member of the GWC Group for borrowed money (except by endorsement for collection or for deposit of negotiable instruments received in the ordinary course of business), or any agreement to incur any such indebtedness or any cancellation of any indebtedness owed to any member of the GWC Group or, except in the ordinary course of business, any release of any material right or material claim of any member of the GWC Group; (v) any material change in the accounting methods or practices of any member of the GWC Group or the application thereof or any change in depreciation or amortization policies or rates theretofore adopted or any material change in any assumptions underlying or methods of calculating any doubtful account, contingency or other reserves; (vi) any amendment, entering into or termination by any member of the GWC Group of any material contract, agreement, lease, franchise or license except in the ordinary course of business; (vii) any amendment of the Certificate of Incorporation or Bylaws of GWCI or the Subsidiary; (viii) any amendment of the Certificate of Incorporation, Memorandum or Articles of TII or, after its continuance, the Certificate of Continuance, Articles or Bylaws; (ix) except for Permitted Encumbrances and other than in the ordinary course of business, any mortgage, pledge or other encumbering of any material assets of any member of the GWC Group; (x) any material liability or obligation incurred by any member of the GWC Group, except liabilities incurred in the ordinary course of business; (xi) any sale, transfer, lease, abandonment or other disposal of any material portion of the assets of any member of the GWC Group (real, personal or mixed, tangible or intangible), except in the ordinary course of business; (xii) any transfer, disposal or grant of any rights under any patent, trademark, trade name, copyright, service mark, xxvention or license owned by any member of the GWC Group, or any disposal of or disclosure to any Person other than representatives of Buyer of any material trade secret, formula, process or know-how owned by any member of the GWC Group not theretofore a matter of public knowledge; except, in each case, in the ordinary course of business; (xiii) any grant by any member of the GWC Group of any increase in the compensation (including, without limitation, salary, wages, benefits, bonuses, options and incentives) of its officers, employees or directors; or any grant by any member of the GWC Group of any increase in compensation payable to or to become payable to any of its officers, employees or directors; or any agreement by any member of the GWC Group entered into with any of its officers, employees or directors; except, in each case, in the ordinary course of business and consistent with past practice; (xiv) any capital expenditures made, or any commitment to make any capital expenditures by any member of the GWC Group, in the aggregate in excess of Five Hundred Thousand Dollars ($500,000 (US)) for any tangible or intangible capital assets, additions or improvements; (xv) except for distributions since December 31, 1996 of the type contemplated by Section 6.11 hereof, any declaration, payment or reservation for payment of any dividend or other distribution in respect of the capital stock or other securities of any direct member of the GWC Group or indirect any redemption, purchase or other acquisition acquisition, directly or indirectly, of any shares of capital stock or other securities of any member of the capital stock of TCI or NewcoGWC Group; (vxvi) any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights of TCI or any Subsidiary thereof to any person; (vi) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to TCI or any Subsidiary thereof; (vii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of TCI or any Subsidiary thereof or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (viii) any waiver of any material rights or claims of TCI or any Subsidiary of TCI; (ix) any amendment or termination of any material contract, agreement, license, permit or other right to which TCI or any Subsidiary of TCI is a party; (x) any transaction by TCI or any Subsidiary of TCI outside the ordinary course of its business; (xi) any other distribution of property or assets by TCI or any Subsidiary of TCI other than except in the ordinary course of businessbusiness and consistent with past practice, any grant or extension of any power-of-attorney or guaranty in respect of the obligation of any Person by any member of the GWC Group; or (xvii) any entry by any member of the GWC Group into any binding agreement, whether in writing or otherwise, to take any action described in this Section 4.10.

Absence of Changes. Since the Balance Sheet Date, except Except as set forth in Section 3.9 of the Draft Registration Statement delivered to the StockholdersDisclosure Schedule, and except as contemplated by this Agreement and the Other Agreements or as set forth on Schedule 6.15 heretosince June 30, 1999 there has not been: (i) any material adverse change in the business, financial condition, assetsresults of operations or assets or liabilities of FWC, liabilities (contingent or otherwise) or business other than changes in the ordinary course of TCI or Newcobusiness; (ii) any damagedamage or destruction, destruction loss or loss (other casualty, however arising and whether or not covered by insurance) materially adversely affecting the properties or business of TCI or Newcoinsurance with a value greater than $500,000; (iii) any change in the authorized capital of TCI or Newco or their outstanding securities or any change in their ownership interests or any grant of any options, warrants, calls, conversion rights or commitmentsmaterial labor dispute; (iv) any declaration indebtedness incurred by FWC for borrowed money (except by endorsement for collection or for deposit of negotiable instruments received in the ordinary course of business), or any agreement to incur any such indebtedness or any loan or advance to, or any guarantee for the benefit of, any Person; (v) any change in the accounting methods or practices of FWC or any change in depreciation or amortization policies or rates theretofore adopted; (vi) any amendment, entering into or termination by FWC of any material contract, agreement, lease, franchise or license, except in the ordinary course of business; (vii) any amendment of the Certificate of Incorporation or Bylaws of FWC; (viii) except for Permitted Encumbrances and other than in the ordinary course of business, any mortgage, pledge or other encumbering of any material assets of FWC; (ix) any sale, assignment, transfer, lease, abandonment or other disposal of any material asset of FWC (real, personal or mixed, tangible or intangible), except in the ordinary course of business; (x) any transfer, disposal or grant of any rights under any patent, trademark, trade name, copyright, service mark, xxvention or license owned by FWC, or any disposal of or disclosure to any Person other than representatives of Buyer of any material trade secret, formula, process or other proprietary know-how (including documents or electronically stored information) owned by FWC not theretofore a matter of public knowledge; except, in each case, in the ordinary course of business; (xi) any grant by FWC of any increase in the compensation of its officers, employees or directors; or any grant by FWC of any increase in compensation payable to or to become payable to any of its officers, employees or directors; or any agreement by FWC entered into with any of its officers, employees or directors; except, in each case, in the ordinary course of business; (xii) aggregate capital expenditures made, or aggregate commitments to make capital expenditures by FWC, in excess of Five Hundred Thousand Dollars ($500,000 (US)) for any tangible or intangible capital assets, additions or improvements, except in the ordinary course of business, or any charitable contribution or pledge in excess of Ten Thousand Dollars ($10,000), in the aggregate; (xiii) except for distributions since June 30,1999 of the type contemplated by Section 5.11 hereof, any declaration, payment or reservation for payment of any cash or stock dividend or other distribution in respect of the capital stock or other securities of FWC or any direct or indirect redemption, purchase or other acquisition acquisition, directly or indirectly, of any shares of the capital stock or other securities of TCI or NewcoFWC; (vxiv) any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights of TCI or any Subsidiary thereof to any person; (vi) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to TCI or any Subsidiary thereof; (vii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of TCI or any Subsidiary thereof or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (viii) any waiver of any material rights or claims of TCI or any Subsidiary of TCI; (ix) any amendment or termination of any material contract, agreement, license, permit or other right to which TCI or any Subsidiary of TCI is a party; (x) any transaction by TCI or any Subsidiary of TCI outside the ordinary course of its business; (xi) any other distribution of property or assets by TCI or any Subsidiary of TCI other than except in the ordinary course of business, any grant or extension of any power-of-attorney or guaranty in respect of the obligation of any Person by FWC; or (xv) any entry by FWC into any binding agreement, whether in writing or otherwise, to take any action described in this Section 3.9.

Absence of Changes. Since Except as set forth on SCHEDULE 6.16, since December 29, 2001, the Balance Sheet DateParent and each Selling Subsidiary has conducted the Business only in, and has not engaged in any transaction other than according to, the Ordinary Course of Business, and, except as set forth in the Draft Registration Statement delivered to the Stockholders, and except as contemplated by this Agreement and the Other Agreements or as set forth on Schedule 6.15 heretoSCHEDULE 6.16, there has not beenbeen any: (a) amendment or other change in the Parent's or any Selling Subsidiary's Organizational Documents; (b) (i) increase by the Parent or any Selling Subsidiary in the amount of any bonus, salary or other compensation payable to any officer or employee engaged in the Business, other than increases in compensation in the Ordinary Course of Business; (ii) entry into any employment, termination, severance or similar Contract with any officer or employee engaged in the Business or the payment of any severance or termination pay to any such Person, other than as required by existing contractual obligations; (iii) adoption or amendment in any material respect of, or material increase or acceleration in the payments to or benefits under, any Compensation and Benefit Plan; (i) sale or lease (except for sales or dispositions of inventory in the Ordinary Course of Business), alteration, or other disposition of, or write down (except under accounting practices and principles applied for amortization and depreciation thereof for the period beginning December 30, 2001) in excess of $100,000 of the book value of any asset of the Business, except to the extent replaced by a comparable asset; (ii) mortgage, pledge or imposition of any Encumbrance (other than a Permitted Encumbrance) upon any asset of the Business; or (iii) sale, lease or other disposition of, or termination, lapse or other expiration of the rights to the use of, any of the Intellectual Property; (i) acquisition related to the Business (including by merger, consolidation or acquisition of stock or assets) by the Parent or any Selling Subsidiary of any Person or any division thereof or material portion of the assets thereof; (ii) liquidation, dissolution or winding up of the Parent or any Selling Subsidiary; or (iii) organization of any new subsidiary related to the Business; (e) termination of, or receipt of notice of termination of any Material Contract; (f) (i) settlement or compromise of any material adverse Action relating to the Business, other than such Actions in which the amount paid in settlement or compromise, including the cost to the Parent or any Selling Subsidiary of complying with any provision of such settlement or compromise, did not exceed $100,000, in excess of any amount covered by insurance; or (ii) cancellation, compromise, waiver or release of any right or claim (or series of related rights or claims) either involving more than $100,000 or outside the Ordinary Course of Business; (g) material change in the financial condition, assets, liabilities (contingent valuation methods or otherwise) principles used by the Parent or business any Selling Subsidiary with regard to valuation of TCI inventory or Newcoaccounts payable with respect to the Business; (h) with regard to the Business, effectuation of (i) a "plant closing" (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Business or (ii) any damage, destruction or loss a "mass layoff" (whether or not covered by insurance) materially adversely affecting the properties or business of TCI or Newco; (iii) any change as defined in the authorized capital WARN Act) affecting any site of TCI employment or Newco one or their outstanding securities more facilities or operating units within any change in their ownership interests site of employment or any grant of any options, warrants, calls, conversion rights or commitments; (iv) any declaration or payment of any dividend or distribution in respect facilities of the capital stock or any direct or indirect redemptionBusiness, purchase or except, in either case, after fully complying with the notice and other acquisition of any requirements of the capital stock of TCI or NewcoWARN Act; (v) any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights of TCI or any Subsidiary thereof to any person; (vi) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to TCI or any Subsidiary thereof; (vii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of TCI or any Subsidiary thereof or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (viii) any waiver of any material rights or claims of TCI or any Subsidiary of TCI; (ix) any amendment or termination of any material contract, agreement, license, permit or other right to which TCI or any Subsidiary of TCI is a party; (x) any transaction by TCI or any Subsidiary of TCI outside the ordinary course of its business; (xi) any other distribution of property or assets by TCI or any Subsidiary of TCI other than in the ordinary course of business.

Absence of Changes. Since the Balance Sheet Lookback Date, except as set forth neither Holdco nor any Subsidiary has engaged in the Draft Registration Statement delivered any business unrelated to the Stockholdersdevelopment, construction, financing, ownership operation and except as contemplated by this Agreement and maintenance of the Other Agreements or Project. Except as set forth on Schedule 6.15 hereto3.22 of the Disclosure Schedules, since the Balance Sheet Date (except as otherwise indicated in subparagraph (g) below) until the date of this Agreement, there has not been: (ia) any material adverse change in the financial conditionrepurchase, assets, liabilities (contingent or otherwise) or business of TCI or Newco; (ii) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of TCI or Newco; (iii) any change in the authorized capital of TCI or Newco or their outstanding securities or any change in their ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iv) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase redemption or other acquisition of any equity interests of Holdco or the capital stock Project Company or any interests convertible into equity interests of TCI Holdco or Newcoany Subsidiary or any other change in the capitalization or ownership of Holdco or any Subsidiary; (vb) any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights merger of TCI Holdco or any Subsidiary thereof to into or with any person; (vi) any cancellationother Person, or agreement to cancel, any indebtedness or other obligation owing to TCI consolidation of Holdco or any Subsidiary thereof; (vii) with any plan, agreement other Person or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of TCI or any Subsidiary thereof or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (viii) any waiver of any material rights or claims of TCI acquisition by Holdco or any Subsidiary of TCIall or substantially all of the business or assets of any Person; (ixc) any amendment or termination of any material contract, agreement, license, permit or other right to which TCI action by Holdco or any Subsidiary or any commitment entered into by any member of TCI is a partyHoldco or any Subsidiary with respect to or in contemplation of any liquidation, dissolution, recapitalization, reorganization or other winding up of its business or operations; (xd) any transaction by TCI material change in accounting policies or practices (including any change in depreciation or amortization policies) of Holdco or any Subsidiary of TCI outside the ordinary course of its businessSubsidiary, except as required under GAAP; (xie) any sale, lease (as lessor), transfer or other distribution disposal of property (including any transfers to any of its Affiliates), or mortgage or pledge, or imposition of any Lien on, any of its assets by TCI or any Subsidiary of TCI properties, or interests therein, other than (x) inventory and personal property sold or otherwise disposed of in the ordinary course of business, and (y) Permitted Liens; (f) any creation, incurrence, assumption or guarantee, or agreement to create, incur, assume or guarantee any Indebtedness for borrowed money or entry into any "keep well" or other agreement to maintain the financial condition of another Person into any arrangement having the economic effect of any of the foregoing (including entering into, as lessee, any capitalized lease obligations as defined in Statement of Financial Accounting Standards No. 13); or (g) any event, circumstance, condition or change relating or with respect to Holdco or the Project Company that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Absence of Changes. Since the Balance Sheet Date, except as set forth in the Draft Registration Statement delivered to the Stockholders, and except as contemplated by this Agreement and the Other Agreements or Except as set forth on Schedule 6.15 heretoSection 2.5 of the VIA Disclosure Schedule, there has not beensince the date of the VIA Unaudited Balance Sheet, neither VIA nor any VIA Subsidiary has: (ia) suffered any VIA Material Adverse Effect; (b) suffered any material adverse change loss, damage or destruction to, or any material interruption in the financial conditionuse of, assets, liabilities (contingent or otherwise) any of the assets or business of TCI VIA or Newco; (ii) any damage, destruction or loss VIA Subsidiary (whether or not covered by insurance) materially adversely affecting the properties or business of TCI or Newco); (c) (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of capital stock; or (ii) repurchased, redeemed or otherwise reacquired any shares of capital stock or other securities; (d) sold, issued, granted, or authorized the issuance of: (i) any capital stock or other security (except for VIA Common Stock issued upon the valid exercise of outstanding VIA Options); (ii) any option, warrant or right to acquire any capital stock or any other security (except for VIA Options); or (iii) any change instrument convertible into or exchangeable for any capital stock or other security; (e) amended or waived any of its rights under, or exercised its discretion to permit the acceleration of vesting under any provision of: (i) the VIA Stock Plan; (ii) any VIA Option; (iii) any restricted stock purchase agreement; or (iv) any other Contract evidencing or relating to any equity award (whether payable in cash or stock); (f) amended the authorized capital certificate of TCI incorporation, bylaws or Newco other charter or their outstanding organizational documents of VIA or any VIA Subsidiary, and neither VIA nor any VIA Subsidiary has effected or been a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (g) formed any Subsidiary or acquired any equity interest or other interest in any other Entity; (h) (i) lent money to any Person; (ii) incurred or guaranteed any indebtedness; (iii) issued or sold any debt securities or any change in their ownership interests or any grant of any options, warrants, callscalls or other rights to acquire any debt securities; (iv) guaranteed any debt securities of others; or (v) made any capital expenditure or commitment, conversion rights individually or commitmentsin the aggregate, in excess of $50,000; (ivi) (i) adopted, established or entered into any declaration VIA Employee Plan; (ii) caused or permitted any VIA Employee Plan to be amended, other than as required by law; or (iii) paid any bonus or made any profit-sharing or similar payment to, or increased the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any dividend of its directors or distribution employees; (j) changed any of its methods of accounting or accounting practices; (k) made any Tax election, filed any material amendment to any Tax Return, adopted or changed any accounting method in respect of the capital stock Taxes, entered into any or closing agreement relating to any direct material Tax, settled or indirect redemptioncompromised any claim, purchase notice, audit report or other acquisition assessment in respect of Taxes, or consented to any extension or waiver of the capital stock statute of TCI limitations period applicable to any material Tax claim or Newcoassessment; (vl) commenced, threatened or settled any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights of TCI or any Subsidiary thereof to any personLegal Proceeding; (vim) entered into any cancellation, or agreement to cancel, any indebtedness or other obligation owing to TCI or any Subsidiary thereof; (vii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any new line of the assets, property or rights of TCI or any Subsidiary thereof or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (viii) any waiver of any material rights or claims of TCI or any Subsidiary of TCI; (ix) any amendment or termination of any material contract, agreement, license, permit or other right to which TCI or any Subsidiary of TCI is a party; (x) any transaction by TCI or any Subsidiary of TCI outside the ordinary course of its business; (xin) adopted a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (o) acquired any material assets nor sold, leased or otherwise irrevocably disposed of any of its material assets or properties, nor has any Encumbrance been granted with respect to such assets or properties, except in the Ordinary Course of Business; (p) entered into, amended or terminated any VIA Material Contract; (q) effected or entered into any (i) material change in pricing or royalties or other payments set or charged by VIA or any VIA Subsidiary to its customers or licensees, (ii) agreement by VIA or any VIA Subsidiary to change pricing or royalties or other payments set or charged by persons who have licensed Intellectual Property to VIA or any VIA Subsidiary, or (iii) as of the date of this Agreement, material change in pricing or royalties or other payments set or charged by persons who have licensed Intellectual Property to VIA or any VIA Subsidiary; (r) licensed, sold, transferred, pledged, encumbered modified, disclosed, abandoned, failed to maintain or otherwise disposed of any Intellectual Property, except in the Ordinary Course of Business; (s) pledged any of its assets or otherwise permitted any of its assets to become subject to any Encumbrance; (t) entered into any transaction or taken any other distribution action outside of property or assets by TCI or any Subsidiary the Ordinary Course of TCI Business, other than entering into this Agreement and the Contemplated Transactions; and (u) has negotiated, agreed or committed to take any of the actions referred to in clauses “(c)” through “(t)” above (other than negotiations between the ordinary course of businessParties to enter into this Agreement).

Absence of Changes. Since the Balance Sheet Date, except as set forth in for the Draft Registration Statement delivered to the Stockholders, and except as ------------------ transactions contemplated by this Agreement and the Other Agreements or as set forth on Schedule 6.15 heretoAgreement, there has not been: (i) any material adverse change in the financial condition, assets, liabilities (contingent or otherwise) ), income or business of TCI or Newcoany COMPANY; (ii) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of TCI or Newcowhich has had a Material Adverse Effect on such COMPANY, taken as a whole; (iii) any change in the authorized capital of TCI such COMPANY or Newco or in their respective securities outstanding securities or any change in their respective ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iv) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of TCI or Newcosuch COMPANY; (v) any increase in the compensation, bonus, sales commissions or fees arrangement payable or to become payable by such COMPANY to any of their respective officers, directors, STOCKHOLDERS, employees, consultants or agents other than ordinary salary increases implemented on a basis consistent with past practices; (vi) any work interruptions, labor grievances or claims filed, or any proposed law or regulation or any event or condition of any character, which has had a Material Adverse Effect on any COMPANY, taken as a whole; (vii) any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights of TCI or any Subsidiary thereof such COMPANY to any person, including, without limitation, the STOCKHOLDERS and their affiliates, other than in the ordinary course of business; (viviii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to TCI any COMPANY, including without limitation any indebtedness or obligation of any STOCKHOLDER or any Subsidiary affiliate thereof; (viiix) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property properties or rights of TCI or any Subsidiary thereof COMPANY or requiring consent of any party to the transfer and assignment of any such assets, property properties or rights; (viiix) any purchase or acquisition, or agreement, plan or arrangement to purchase or acquire, any properties, rights or assets of any COMPANY; (xi) any waiver of any material rights or claims of TCI or any Subsidiary of TCICOMPANY ; (ixxii) any breach, amendment or termination of any material contract, agreement, license, permit or other right to which TCI or any Subsidiary of TCI COMPANY is a party;; or (xxiii) any transaction by TCI or any Subsidiary of TCI COMPANY outside the ordinary course of its business; (xi) any other distribution of property or assets by TCI or any Subsidiary of TCI other than in the ordinary course of businesstheir respective businesses.

Absence of Changes. Since the Balance Sheet Date, except Except as set forth in Schedule 2.9, since the Draft Registration Statement delivered to the Stockholders, and except as contemplated by this Agreement and the Other Agreements or as set forth on Schedule 6.15 heretoDate, there has not been: (ia) any material adverse Any change in the financial condition, assets, liabilities (contingent liabilities, financial condition or otherwise) operations of Net.Capitol from that reflected in the Net.Capitol Financial Statements, other than changes in the Ordinary Course of Business, none of which individually or business in the aggregate has had or is expected to have a Material Adverse Effect on such assets, liabilities, financial condition or operations of TCI or NewcoNet.Capitol; (iib) Any resignation or termination of any key officers of Net.Capitol; and Net.Capitol, to its Knowledge, does not know of the impending resignation or termination of employment of any such officer; (c) Any material change, except in the Ordinary Course of Business, in the contingent obligations of Net.Capitol by way of guaranty, endorsement, indemnity, warranty or otherwise; (d) Any damage, destruction or loss (loss, whether or not covered by insurance) , materially and adversely affecting the properties properties, business or business prospects or financial condition of TCI or NewcoNet.Capitol; (iiie) any change in the authorized capital Any waiver by Net.Capitol of TCI a valuable right or Newco or their outstanding securities or any change in their ownership interests or any grant of any options, warrants, calls, conversion rights or commitmentsa material debt owed to it; (ivf) Any direct or indirect loans made by Net.Capitol to any stockholder, employee, officer or director of Net.Capitol, other than advances made in the Ordinary Course of Business; (g) Any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; AGREEMENT AND PLAN OF MERGER - 9 (h) Any declaration or payment of any dividend or other distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition assets of any of the capital stock of TCI or NewcoNet.Capitol; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights of TCI or any Subsidiary thereof to any personAny labor organization activity; (vij) any cancellationAny debt, obligation or agreement to cancelliability incurred, any indebtedness assumed or other obligation owing to TCI or any Subsidiary thereofguaranteed by Net.Capitol, except those for immaterial amounts and for current liabilities incurred in the Ordinary Course of Business; (viik) any planAny sale, agreement assignment or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of TCI or any Subsidiary thereof or requiring consent transfer of any party to the transfer and assignment of any such patents, trademarks, copyrights, trade secrets or other intangible assets, property or rights; (viiil) Any change in any waiver material agreement to which Net.Capitol is a party or by which it is bound which materially and adversely affects the business, assets, liabilities, financial condition, operations or prospects of Net.Capitol; or (m) Any other event or condition of any character that, either individually or cumulatively, has materially and adversely affected the business, assets, liabilities, financial condition, operations or prospects of Net.Capitol. For purposes of this subsection (m), a material rights and adverse effect shall only be deemed to occur if its monetary impact exceeds, or claims with the passage of TCI or any Subsidiary of TCI; (ix) any amendment or termination of any material contracttime, agreement, license, permit or other right to which TCI or any Subsidiary of TCI is a party; (x) any transaction by TCI or any Subsidiary of TCI outside the ordinary course of its business; (xi) any other distribution of property or assets by TCI or any Subsidiary of TCI other than in the ordinary course of businesswill exceed $75,000.

Absence of Changes. Since Except as disclosed on SCHEDULE 2.11, since the Balance Sheet Date, except as set forth in the Draft Registration Statement delivered to the Stockholders, and except as contemplated by this Agreement and the Other Agreements or as set forth on Schedule 6.15 hereto, Date there has not been: been (i) any material adverse change Material Adverse Change, or any event, condition or contingency that is likely to result in the financial condition, assets, liabilities (contingent or otherwise) or business of TCI or Newco; a Material Adverse Change; (ii) any damageincrease in or creation of compensation payable or to become payable by the Company or any Subsidiary to any of its directors, destruction officers, employees or loss (whether agents or not covered by in any stock option, bonus payment, service award, pension, retirement, severance, savings, insurance) materially adversely affecting the properties , expense allowance or business other plan or arrangement made to or with any of TCI or Newco; them; (iii) any change sale, assignment, lease, transfer, license, abandonment or other disposition by the Company or any Subsidiary of any interest in its assets in excess of $25,000, excluding inventory sold in the authorized capital Ordinary Course of TCI Business, and specifically including, but not limited to, any machinery, equipment or Newco or their outstanding securities other operating asset, or any change in their ownership interests Intellectual Property Asset or any grant of any options, warrants, calls, conversion rights or commitments; other intangible asset; (iv) any declaration declaration, setting aside or payment of any dividend or other distribution on or in respect of shares of the capital stock of the Company or any Subsidiary, or any direct or indirect redemption, retirement, purchase or other acquisition by the Company or any Subsidiary of any of the capital stock of TCI or Newco; such shares; (v) any sale stock dividend, stock split, reorganization, recapitalization or transfer, other change of any type whatsoever in the outstanding capital stock of the Company or any agreement to sell or transfer, any material assets, property or rights of TCI or any Subsidiary thereof to any person; Subsidiary; (vi) any cancellation, amendment to the Certificate or agreement to cancel, any indebtedness Articles of Incorporation or Bylaws or other obligation owing to TCI Organizational Document of the Company or any Subsidiary thereof; Subsidiary; (vii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest change in any of the assets, property or rights of TCI accounting methods followed by the Company or any Subsidiary thereof or requiring consent of any party to the transfer and assignment of any such assets, property or rights; Subsidiary; (viii) any waiver entry into, termination or receipt of notice of termination of any material rights agreement or claims of TCI or any Subsidiary of TCI; commitment; (ix) any amendment dispute or termination any other occurrence, event or condition of any material contractcharacter, agreement, license, permit which is likely to give rise to a legal or other right administrative action or to which TCI a Material Adverse Change; or any Subsidiary of TCI is a party; (x) any transaction by TCI or agreement to do any Subsidiary of TCI outside the ordinary course of its business; (xi) any other distribution of property or assets by TCI or any Subsidiary of TCI other than in the ordinary course of businessforegoing.

Absence of Changes. Since the Balance Sheet Date, except as set forth in the Draft Registration Statement delivered to the Stockholders, and except as contemplated by this Agreement and the Other Agreements or Except as set forth on Schedule 6.15 hereto3.22, since the Balance Sheet Date (except as otherwise indicated in subparagraph (g) below) until the date of this Agreement, there has not been: (ia) any material adverse change in the financial conditionrepurchase, assets, liabilities (contingent or otherwise) or business of TCI or Newco; (ii) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of TCI or Newco; (iii) any change in the authorized capital of TCI or Newco or their outstanding securities or any change in their ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iv) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase redemption or other acquisition of any equity interests of HoldCo or the capital stock Subsidiaries or any interests convertible into equity interests of TCI HoldCo or Newcothe Subsidiaries or any other change in the capitalization or ownership of HoldCo or the Subsidiaries; (vb) any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights merger of TCI HoldCo or any Subsidiary thereof to into or with any person; (vi) any cancellationother Person, or agreement to cancel, any indebtedness or other obligation owing to TCI consolidation of HoldCo or any Subsidiary thereof; (vii) with any plan, agreement other Person or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of TCI or any Subsidiary thereof or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (viii) any waiver of any material rights or claims of TCI acquisition by HoldCo or any Subsidiary of TCIall or substantially all of the business or assets of any Person; (ixc) any amendment or termination of any material contract, agreement, license, permit or other right to which TCI action by HoldCo or any Subsidiary or any commitment entered into by any member of TCI is a partyHoldCo or any Subsidiary with respect to or in contemplation of any liquidation, dissolution, recapitalization, reorganization or other winding up of its business or operations; (xd) any transaction by TCI material change in accounting policies or practices (including any change in depreciation or amortization policies) of HoldCo or any Subsidiary of TCI outside the ordinary course of its businessSubsidiary, except as required under GAAP; (xie) any sale, lease (as lessor), transfer or other distribution disposal of property (including any transfers to any of its Affiliates), or mortgage or pledge, or imposition of any Lien on, any of its assets by TCI or any Subsidiary of TCI properties, or interests therein, other than (x) inventory and personal property sold or otherwise disposed of in the ordinary course of business, and (y) Permitted Liens; (f) any creation, incurrence, assumption or guarantee, or agreement to create, incur, assume or guarantee any Indebtedness for borrowed money or entry into any "keep well" or other agreement to maintain the financial condition of another Person into any arrangement having the economic effect of any of the foregoing (including entering into, as lessee, any capitalized lease obligations as defined in Statement of Financial Accounting Standards No. 13); or (g) any event, circumstance, condition or change relating or with respect to HoldCo or any Subsidiary that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect since the Acquisition Closing Date or, to the Knowledge of Seller, since the Financial Closing Date.

Absence of Changes. Since the Balance Sheet Date, except Except (i) as set forth in the Draft Registration Statement delivered Schedule 4.9, (ii) consented to in writing by Buyer, (iii) with respect to the StockholdersRepositioned Subsidiaries or (iv) in connection with the Winfield's Transaction, and except as contemplated by this Agreement and the Other Agreements or as set forth on Schedule 6.15 heretosince December 31, 1995, there has not been: (i) any material adverse change in the financial conditionand unrepaired damage or destruction, assetsloss or other casualty, liabilities (contingent however arising and whether or otherwise) or business of TCI or Newconot covered by insurance; (ii) any damageindebtedness incurred by PRI for borrowed money (except by endorsement for collection or for deposit of negotiable instruments received in the ordinary course of business), destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of TCI or Newcoany agreement to incur any such indebtedness other than intercompany indebtedness; (iii) any change in the authorized capital accounting methods or practices of TCI or Newco or their outstanding securities PRI or any change in their ownership interests depreciation or any grant of any options, warrants, calls, conversion rights amortization policies or commitmentsrates theretofore adopted; (iv) any declaration amendment or termination, or any written notice of termination, of any contract, agreement, lease (except contracts, agreements or leases which are Immaterial Contracts as defined in Section 4.13 hereof), franchise or license to which PRI is a party or by which it is bound; (v) any amendment of the Certificate of Incorporation or Bylaws of PRI; (vi) except for Permitted Encumbrances and other than in the ordinary course of business, any mortgage, pledge or other encumbering of any property or assets of PRI; (vii) any liability or obligation incurred by PRI, except current liabilities for trade or business obligations incurred in the ordinary course of business consistent with past practice, or any cancellation or compromise by PRI of any debt or claim, or any waiver or release by PRI of any right of substantial value to the Business; (viii) any sale, transfer, lease, abandonment or other disposal of any material portion of the properties or assets of PRI (real, personal or mixed, tangible or intangible), except in the ordinary course of business consistent with past practice; (a) any assignment, transfer, licensing, grant or other disposal of any right, title or interest of PRI in any patent, trademark, service xxxx, trade name, copyright, invention or discovery, (b) any assignment, transfer, licensing, or other disposal of or disclosure to any Person other than representatives of Buyer of any trade secrets, including but not limited to any formulas, processes, knowhow or software source and object codes, owned by PRI, or (c) any assignment or sublicense of any licensed rights with respect to which PRI is a licensee; (x) any grant by PRI, Seller Parent or Seller of any general increase in the compensation of any of the officers, employees or directors of PRI; or any grant by PRI of any increase in compensation payable to or to become payable to any officer, employee or director; or any agreement by PRI entered into with any officer, employee or director; except, in each case, (x) in the ordinary course of business and consistent with past practice and (y) with respect to such officers, employees and directors who will continue as officers, employees or directors of Seller or Seller Parent or their Affiliates after the Closing Date; (xi) any capital expenditure made, or any commitment to make any capital expenditure, for any tangible or intangible capital assets, additions or improvements, except capital expenditures in the ordinary course of business and capital expenditures that do not exceed $10,000 in any instance or, together with capital expenditures of the MRI Group, $100,000 in the aggregate; (xii) any declaration, payment or reservation for payment of any dividend or other distribution in respect of the capital stock or other securities of PRI, or any direct or indirect redemption, purchase or other acquisition acquisition, directly or indirectly, of any shares of the capital stock or other securities of TCI PRI or Newcothe granting of any options or rights with respect thereto; (vxiii) any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights of TCI or any Subsidiary thereof to any person; (vi) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to TCI or any Subsidiary thereof; (vii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of TCI or any Subsidiary thereof or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (viii) any waiver of any material rights or claims of TCI or any Subsidiary of TCI; (ix) any amendment or termination of any material contract, agreement, license, permit or other right to which TCI or any Subsidiary of TCI is a party; (x) any transaction by TCI or any Subsidiary of TCI outside the ordinary course of its business; (xi) any other distribution of property or assets by TCI or any Subsidiary of TCI other than except in the ordinary course of businessbusiness and consistent with past practice, any grant or extension of any power-of-attorney or guaranty in respect of the obligation of any Person; or (xiv) any action taken or omitted to be taken that would result in the occurrence of any of the foregoing.

Absence of Changes. Since the Balance Sheet Date, except as set forth in the Draft Registration Statement delivered to the Stockholders, and except as contemplated by this Agreement and the Other Agreements or (a) Except as set forth on Bank Schedule 6.15 hereto5.18 since September 30, 2009 through the date of this Agreement there has not been: (i) any material adverse change Any (A) increase (other than those in the ordinary course of business consistent with customary and prudent practices for similarly situated financial conditioninstitutions) in the wages, assetssalaries, liabilities compensation, pension or other benefits payable or to become payable by Bank to any Bank Employees or agents, (contingent B) bonus, incentive compensation, service award or like benefit granted, made or accrued, contingently or otherwise, for or to the credit of any Bank Employee or agent, (C) any new employment, severance or business change of TCI control agreement to which Bank is a party, or Newco;(D) any adoption of or material amendment to, or material modification of, any Benefit Arrangement except as required by the terms or such plan or Applicable Law. (ii) Any issuance of or Contract to issue any damageshares of Bank Common Stock or other Rights, destruction or loss (whether or not covered other than the issuance of any shares of Bank Common Stock upon the exercise of any outstanding Rights issued by insurance) materially adversely affecting the properties or business of TCI or NewcoBank and set forth in Bank Schedule 5.1; (iii) Any discharge or satisfaction of any change Lien other than (i) a Permitted Lien or (ii) in the authorized capital ordinary course of TCI or Newco or their outstanding securities or any change in their ownership interests or any grant of any options, warrants, calls, conversion rights or commitmentsbusiness consistent with past practice; (iv) any declaration or Any payment of any dividend obligation or distribution liability by Bank other than payments made in respect the ordinary course of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of TCI or Newcobusiness consistent with past practice; (v) Any mortgage, pledge or subjection to Lien (other than a Permitted Lien) of any sale or transfer, or any agreement to sell or transfer, any material of Bank’s assets, property real or rights of TCI personal, tangible or any Subsidiary thereof to any person; (vi) any cancellationintangible, or agreement to cancel, any indebtedness or other obligation owing to TCI or any Subsidiary thereof; (vii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of TCI or any Subsidiary thereof or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (viii) any waiver of any material rights or claims of TCI or any Subsidiary of TCI; (ix) any amendment or termination of any material contract, agreement, license, permit or other right to which TCI or any Subsidiary of TCI is a party; (x) any transaction by TCI or any Subsidiary of TCI outside the ordinary course of its business; (xi) any other distribution of property or assets by TCI or any Subsidiary of TCI other than in the ordinary course of businessbusiness consistent with past practice; (vi) The sale or transfer of any of Bank’s material tangible assets (other than collateral foreclosed on by the Bank in the ordinary course of business consistent with customary and prudent practices for similarly situated financial institutions), or the cancellation or release of any debts or claims owing to Bank, other than the cancellation or release of any such debts or claims with respect to any Risk Assets in the ordinary course of business consistent with customary and prudent practices for similarly situated financial institutions; (vii) Entry by Bank into any material transaction other than in the ordinary course of business consistent with past practice; or (viii) The sale, assignment, transfer or encumbrance by Bank of any trademarks, trade names or other intangible assets. (b) Except as set forth on Bank Schedule 5.18 or disclosed in the Bank Financial Statements, since December 31, 2008 through the date of this Agreement there has not been a Material Adverse Effect on Bank.

Absence of Changes. Since inception, , the Balance Sheet Date, except as set forth Seller has been operated in the Draft Registration Statement delivered to the Stockholdersordinary course, and except as contemplated by this Agreement and the Other Agreements or as set forth on Schedule 6.15 hereto, there has not been: (i) any material adverse change in the financial conditionbusiness, assets, liabilities properties, Liabilities, operations, results of operations, condition (contingent financial or otherwise) ), prospects or business affairs of TCI or Newco;the Seller (ii) any damage, destruction or loss (loss, whether or not covered by insurance) materially adversely affecting the properties , having or business of TCI or Newcowhich are reasonably likely to result in a Material Adverse Effect; (iii) any change Liability in excess of $25,000 created, assumed, guaranteed or incurred, or any material transaction, contract or commitment entered into, by the Seller, other than the license, sale or transfer of the Seller’s products to customers in the authorized capital ordinary course of TCI or Newco or their outstanding securities or any change in their ownership interests or any grant of any options, warrants, calls, conversion rights or commitmentsbusiness; (iv) any declaration payment, discharge or satisfaction of any material Encumbrance or Liability by the Seller or any cancellation by the Seller of any material debts or claims or any amendment, termination or waiver of any rights of material value to the Seller; (v) any declaration, setting aside or payment of any dividend or other distribution in of any assets of any kind whatsoever with respect to any shares of the capital stock Seller, or any direct or indirect redemption, purchase or other acquisition of any such shares of the capital stock of TCI or Newco; (v) any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights of TCI or any Subsidiary thereof to any personSeller; (vi) any cancellation, or agreement to cancel, issuance by the Seller of any indebtedness or other obligation owing to TCI of its shares or any Subsidiary thereofdebt security; (vii) any planlicense, agreement sale, transfer, pledge, mortgage or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of TCI or any Subsidiary thereof or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (viii) any waiver other disposition of any material rights tangible or claims intangible asset (including any Intellectual Property Rights) of TCI or any Subsidiary of TCI; (ix) any amendment or termination of any material contractthe Seller, agreement, license, permit or other right to which TCI or any Subsidiary of TCI is a party; (x) any transaction by TCI or any Subsidiary of TCI outside the ordinary course of its business; (xi) any other distribution of property or assets by TCI or any Subsidiary of TCI other than in the ordinary course of business.; (viii) any termination of, or written indication of an intention to terminate or not renew, any material contract, license, commitment or other agreement between the Seller and any other person; (ix) any material write-down or write-up of the value of any asset of the Seller, or any material write-off of any accounts receivable or notes receivable of the Seller or any portion thereof; (x) any increase in or modification of compensation payable or to become payable to any officer employee consultant or agent of the Seller, or the entering into of any employment contract with any officer or employee; (xi) any increase in or modification or acceleration of any benefits payable or to become payable under any bonus, pension, severance, insurance or other benefit plan, payment or arrangement made to, for or with any officer, employee, consultant or agent of the Seller; (xii) any loan, advance or capital contribution to or investment in any person or the engagement in any transaction with any employee, officer or securityholder of the Seller, other than advances to employees in the ordinary course of business for travel and similar business expenses (xiii) any change in the accounting methods or practices followed by the Seller or any change in depreciation or amortization policies or rates theretofore adopted; (xiv) any change in the manner in which the Seller extends discounts or credit to customers or otherwise deals with customers;

Absence of Changes. Since the Balance Sheet DateSeptember 30, except as set forth 1997, Parent has been operated in the Draft Registration Statement delivered to the Stockholdersordinary course, consistent with past practice, and except as contemplated by this Agreement and the Other Agreements or as set forth on Schedule 6.15 hereto, there has not been: (ia) any material adverse change in to the financial conditionbest knowledge of Parent, assets, liabilities (contingent or otherwise) or business of TCI or Newco; (ii) any damage, destruction or loss (loss, whether or not covered by insurance) materially adversely affecting the properties , having or business of TCI or Newcowhich could reasonably be expected to have a Material Adverse Effect; (iiib) to the best knowledge of Parent, any change Liability created, assumed, guaranteed or incurred, or any material transaction, contract or commitment entered into, by Parent, other than the license, sale or transfer of Parent's products to customers in the authorized capital ordinary course of TCI or Newco or their outstanding securities or any change in their ownership interests or any grant of any options, warrants, calls, conversion rights or commitmentsbusiness; (ivc) any declaration declaration, setting aside or payment of any dividend or other distribution in of any assets of any kind whatsoever with respect to any shares of the capital stock of Parent, or any direct or indirect redemption, purchase or other acquisition of any such shares of the capital stock of TCI or NewcoParent; (vd) any sale payment, discharge or transfersatisfaction of any material Encumbrance or Liability or any cancellation by Parent of any material debts or claims or any amendment, termination or waiver of any right of material value to Parent; (e) any stock split, reverse stock split, combination, reclassification or recapitalization of any Parent Common Stock, or any agreement issuance of any other security in respect of or in exchange for, any shares of Parent Common Stock; (f) any issuance by Parent of any shares of its capital stock or any debt security or securities, rights, options or warrants convertible into or exercisable or exchangeable for any shares of its capital stock or debt security; (g) any termination of, or, to sell the best knowledge of Parent, indication of an intention to terminate or transfernot renew, any material assetscontract, property license, commitment or rights of TCI or other agreement between Parent and any Subsidiary thereof to any other person; (vi) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to TCI or any Subsidiary thereof; (vii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire the assignment by Parent of any interest in any of the assets, property or rights of TCI or any Subsidiary thereof or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (viii) any waiver of any material rights or claims of TCI or any Subsidiary of TCI; (ix) any amendment or termination of any material contract, agreement, license, permit or other right contract to which TCI or any Subsidiary of TCI Parent is a party; (xh) any transaction by TCI material write-down or write-up of the value of any asset of Parent, or any Subsidiary material write-off of TCI outside the ordinary course any accounts receivable or notes receivable of its businessParent or any portion thereof; (xii) any other distribution increase in or modification or acceleration of property compensation or assets by TCI benefits payable or to become payable to any Subsidiary officer, employee, consultant or agent of TCI Parent other than in the ordinary course, or the entering into of any employment contract with any officer or employee; (j) the making of any loan, advance or capital contribution to or investment in any person or the engagement in any transaction with any employee, officer, director or stockholder of Parent, other than advances to employees in the ordinary course of businessbusiness for travel and similar business expenses; (k) any change in the accounting methods or practices followed by Parent, or any change in depreciation or amortization policies or rates theretofore adopted by Parent; (l) any termination of employment of any officer or key employee of Parent or, to the best knowledge of Parent, any expression of intention by any officer or key employee of Parent to terminate such office or employment with Parent; (m) any amendments or changes in Parent's Certificate or by-laws; (n) to the best knowledge of Parent, the commencement of any litigation or other action by or against Parent; or (o) any agreement, understanding, authorization or proposal, whether in writing or otherwise, for Parent to take any of the actions specified in items (a) through (i) above.

Absence of Changes. Since the Balance Sheet Date, except as set forth in the Draft Registration Statement delivered to the Stockholders, and except as for ------------------ transactions contemplated by this Agreement and the Other Agreements or as set forth on Schedule 6.15 heretoAgreement, there has not been: (i) any material adverse change in the financial condition, assets, liabilities (contingent or otherwise) ), income or business of TCI or Newcothe COMPANY; (ii) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting which has had a Material Adverse Effect on the properties or business of TCI or NewcoCOMPANY, taken as a whole; (iii) any change in the authorized capital of TCI the COMPANY or Newco or their in its securities outstanding securities or any change in their its ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iv) subject to Section 1.5 and except for tax payment distributions, any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of TCI or Newcothe COMPANY; (v) any work interruptions, labor grievances or claims filed, or any proposed law or regulation or any event or condition of any character, which has had a Material Adverse Effect on the COMPANY, taken as a whole; (vi) any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights of TCI or any Subsidiary thereof the COMPANY to any person, including, without limitation, the STOCKHOLDERS and their affiliates, other than in the ordinary course of business; (vivii) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to TCI the COMPANY, including without limitation any indebtedness or obligation of any STOCKHOLDER or any Subsidiary affiliate thereof; (viiviii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property properties or rights of TCI or any Subsidiary thereof the COMPANY or requiring consent of any party to the transfer and assignment of any such assets, property properties or rights; (viiiix) any purchase or acquisition, or agreement, plan or arrangement to purchase or acquire, any properties, rights or assets of the COMPANY other than in the ordinary course of business; (x) any waiver of any material rights or claims of TCI or any Subsidiary of TCIthe COMPANY; (ixxi) any breach, amendment or termination of any material contract, agreement, license, permit or other right to which TCI or any Subsidiary of TCI the COMPANY is a party;; or (xxii) any transaction by TCI or any Subsidiary of TCI the COMPANY outside the ordinary course of its business; (xi) any other distribution of property or assets by TCI or any Subsidiary of TCI other than , except in connection with this Agreement and the ordinary course of businesstransactions contemplated hereby.

Absence of Changes. Since the Balance Sheet DateJanuary 1, 2001 or such other date as is ------------------ specifically provided below, except as set forth in Section 3.1(g) of the Draft Registration Statement delivered to Disclosure Schedule, DCI has been operated in the Stockholdersordinary course, consistent with past practice, and except as contemplated by this Agreement and the Other Agreements or as set forth on Schedule 6.15 hereto, there has not been: (i) any material adverse change in the financial condition, assets, liabilities event or other action (contingent or otherwiseinaction) or business of TCI or Newcothat has occurred that could have a DCI Material Adverse Effect; (ii) any damage, destruction or loss (to any of DCI's properties or assets, whether or not covered by insurance) materially adversely affecting the properties , having or business of TCI or Newcowhich could have a DCI Material Adverse Effect; (iii) any change Liability created, assumed, guaranteed or incurred, or any material transaction, contract or commitment entered into, by DCI other than in the authorized capital ordinary course of TCI or Newco or their outstanding securities or any change in their ownership interests or any grant of any options, warrants, calls, conversion rights or commitmentsDCI's business; (iv) any declaration payment, discharge or satisfaction of any material Encumbrance or Liability by DCI or any cancellation by DCI of any material debts or claims or any amendment, termination or waiver of any rights of material value to DCI; (v) any declaration, setting aside or payment of any dividend or other distribution in of any assets of any kind whatsoever with respect to any shares of the capital stock of DCI or any direct or indirect redemption, purchase or other acquisition of any such shares of the capital stock of TCI or Newco; (v) any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights of TCI or any Subsidiary thereof to any personDCI; (vi) any cancellationstock split, reverse stock split, combination, reclassification or recapitalization of any DCI Stock, or agreement to cancelany issuance of any other security in respect of or in exchange for, any indebtedness or other obligation owing to TCI or any Subsidiary thereofshares of DCI Stock; (vii) any plan, agreement or arrangement granting issuance by DCI of any preferential rights to purchase or acquire any interest in any shares of the assets, property or rights of TCI its capital stock or any Subsidiary thereof debt security or requiring consent securities, rights, options or warrants convertible into or exercisable or exchangeable for any shares of any party to the transfer and assignment of any such assets, property its capital stock or rightsdebt security; (viii) any waiver license, sale, transfer, pledge, mortgage or other disposition of any material rights tangible or claims intangible asset (including any Intellectual Property Rights of TCI or any Subsidiary of TCI; (ix) any amendment or termination of any material contract, agreement, license, permit or other right to which TCI or any Subsidiary of TCI is a party; (x) any transaction by TCI or any Subsidiary of TCI outside the ordinary course of its business; (xi) any other distribution of property or assets by TCI or any Subsidiary of TCI DCI other than in the ordinary course of business; (ix) any termination of, or written indication of an intention to terminate or not renew, any material contract, license, commitment or other agreement between DCI and any other person; (x) any material write-down or write-up of the value of any asset of DCI, or any write-off of any accounts receivable or notes receivable of DCI or any portion thereof in any event in excess of $20,000 in the aggregate; (xi) any increase in or modification of compensation payable or to become payable to (A) any director, manager or officer of DCI or (B) any employee of DCI other than in the ordinary course of business and consistent with past practice, or the entering into of any employment contract with any officer or employee; (xii) any increase in or modification or acceleration of any benefits payable or to become payable under any bonus, pension, severance, insurance or other benefit plan, payment or arrangement (including, but not limited to, the granting of stock options, restricted stock awards or stock appreciation rights) made to, for or with any director, officer, employee, consultant, manager, member or agent of DCI; (xiii) any loan, advance or capital contribution to or investment in any person or the engagement in any transaction with any employee, officer, director or securityholder of DCI other than advances to employees in the ordinary course of business for travel and similar business expenses and consistent with past practice; (xiv) any change in the accounting methods or practices followed by DCI or any change in depreciation or amortization policies or rates theretofore adopted; (xv) any material change in the manner in which DCI extends discounts or credit to customers or otherwise deals with customers; (xvi) any termination of employment of any officer or key employee of DCI or, to the knowledge of DCI and the Stockholders, any expression of intention by any officer or employee of DCI to resign from such office or employment with DCI; (xvii) any amendments or changes in DCI's governing instruments, including DCI's Certificate of Incorporation or by-laws; (xviii) any labor dispute or any union organizing campaign; (xix) the commencement of any litigation or other action by or against DCI; (xx) since July 31, 2001, any entry by DCI into any agreement, understanding, commitment or transaction involving any expense or capital expenditure by DCI in excess of $25,000 individually or any series of related agreements, understandings, commitments or transactions involving expenses or capital expenditures of DCI in excess of $25,000 in the aggregate, other than expenses and/or capital expenditures reasonably necessary to complete the construction of a new office and breakroom as contemplated as of July 31, 2001; or (xxi) any agreement, understanding, authorization or proposal, whether in writing or otherwise, for DCI to take any of the actions specified in items (i) through (xx) above.

Absence of Changes. Since the Balance Sheet Date, except as set forth in the Draft Registration Statement delivered to the Stockholders, and except as contemplated by this Agreement and the Other Agreements or Except as set forth on Schedule 6.15 hereto3.22 of the Disclosure Schedules, since the Balance Sheet Date until the Effective Date, there has not been: (ia) any material adverse change in the financial conditionrepurchase, assets, liabilities (contingent or otherwise) or business of TCI or Newco; (ii) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of TCI or Newco; (iii) any change in the authorized capital of TCI or Newco or their outstanding securities or any change in their ownership interests or any grant of any options, warrants, calls, conversion rights or commitments; (iv) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase redemption or other acquisition of any equity interests of Holdco or the capital stock Subsidiaries or any interests convertible into equity interests of TCI Holdco or Newcothe Subsidiaries or any other change in the capitalization or ownership of Holdco or the Subsidiaries; (vb) any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights merger of TCI Holdco or any Subsidiary thereof to into or with any person; (vi) any cancellationother Person, or agreement to cancel, any indebtedness or other obligation owing to TCI consolidation of Holdco or any Subsidiary thereof; (vii) with any plan, agreement other Person or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of TCI or any Subsidiary thereof or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (viii) any waiver of any material rights or claims of TCI acquisition by Holdco or any Subsidiary of TCIall or substantially all of the business or assets of any Person; (ixc) any amendment or termination of any material contract, agreement, license, permit or other right to which TCI action by Holdco or any Subsidiary or any commitment entered into by any member of TCI is a partyHoldco or any Subsidiary with respect to or in contemplation of any liquidation, dissolution, recapitalization, reorganization or other winding up of its business or operations; (xd) any transaction by TCI material change in accounting policies or practices (including any change in depreciation or amortization policies) of Holdco or any Subsidiary of TCI outside the ordinary course of its businessSubsidiary, except as required under GAAP; (xie) any sale, lease (as lessor), transfer or other distribution disposal of property (including any transfers to any of its Affiliates), or mortgage or pledge, or imposition of any Lien on, any of its assets by TCI or any Subsidiary of TCI properties, or interests therein, other than (x) inventory and personal property sold or otherwise disposed of in the ordinary course of business, and (y) Permitted Liens; (f) any creation, incurrence, assumption or guarantee, or agreement to create, incur, assume or guarantee any Indebtedness for borrowed money or entry into any "keep well" or other agreement to maintain the financial condition of another Person into any arrangement having the economic effect of any of the foregoing (including entering into, as lessee, any capitalized lease obligations as defined in Statement of Financial Accounting Standards No. 13), other than in connection with and as contemplated under the Financing Agreement; or (g) any event, circumstance, condition or change relating or with respect to Holdco or any Subsidiary that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect since the Acquisition Closing Date or as of the Closing Date, since the Effective Date.

Absence of Changes. Since the Balance Sheet Date, except Except as set forth in Schedule 3.02, since the Draft Registration Statement delivered date of the Financial Statements, to the Stockholders, best of IDW's knowledge and except as contemplated by this Agreement and the Other Agreements or as set forth on Schedule 6.15 hereto, belief there has not been: (i) any Any material adverse change in the condition (financial conditionor otherwise), assets, liabilities (contingent liabilities, earnings, net worth, business or otherwise) prospects of IDW or business of TCI its subsidiaries for such period, in the aggregate, or Newcoat any time during such period; (ii) any Any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties IDW or business of TCI or Newcoits businesses; (iii) any change in the authorized capital of TCI or Newco or their outstanding securities or any change in their ownership interests or any grant of any optionsAny declaration, warrantssetting aside, calls, conversion rights or commitments; (iv) any declaration or payment of any dividend or other distribution in respect of the any shares of capital stock of IDW, or any direct or indirect redemption, purchase or other acquisition of any such stock; (iv) Any issuance or sale by IDW or agreement to sell any of the capital stock its securities or grant of TCI or Newcoany right to acquire its securities; (v) any sale Any statute, rule, regulation or transfer, order adopted (including orders of regulatory authorities with jurisdiction over IDW or any agreement to sell its business) which materially adversely affects IDW or transfer, any material assets, property or rights of TCI or any Subsidiary thereof to any personits business; (vi) any cancellationAny sale, or agreement to cancel, any indebtedness lease or other obligation owing to TCI transfer or disposition of any Subsidiary thereofproperty or asset of IDW, except for the sale of inventory or other assets in the ordinary course of business; (vii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest Any change in any accounting method, practice or polity (including any change in any depreciation or amortization policy or rate) by IDW or any revaluation by IDW or any of the its assets, property or rights of TCI or any Subsidiary thereof or requiring consent of any party except as described in the notes to the transfer and assignment of any such assets, property or rightsAnnual Financial Statements; (viii) any waiver of any material rights or claims of TCI or any Subsidiary of TCI; (ix) any Any entering into, amendment or termination of, or default under, by IDW, of any material contract, agreement, license, permit or other right Undertaking to which TCI or any Subsidiary of TCI IDW is a party; (x) any transaction party or by TCI or any Subsidiary of TCI outside the ordinary course of its business; (xi) any other distribution of property or assets by TCI or any Subsidiary of TCI which it is bound, other than in the ordinary course of business; (ix) Any damage, destruction or loss (whether or not covered by insurance) to any property or asset or the business of IDW having a Material Adverse Effect on IDW; (x) Any commitment, transaction or Undertaking, or amendment thereto (including any capital expenditure, capital financing or sale of assets), by IDW for any amount that requires or could require payments in excess of Fifteen Thousand Dollars ($15,000) in the aggregate with respect to any individual Undertaking or series of related Undertakings; (xi) Any new lien on any asset allowed to exist by IDW; (xii) Any cancellation of any debt or waiver or release of any right or claim by IDW, other than in the ordinary course of business; (xiii) Any payment, discharge or satisfaction of any claim, liability or obligation by IDW, other than as reflected or reserved against in the Financial Statements or in the ordinary course of business consistent with past practice; (xiv) Any labor dispute, litigation or governmental investigation affecting IDW's business or financial condition; (xv) Except as contemplated by this Agreement, any issuance or sale of capital stock or other securities, exchangeable or convertible securities, options, warrant, puts, calls or other rights to acquire capital stock or other securities of IDW; (xvi) Any indebtedness for borrowed money incurred, assumed or guaranteed by IDW, other than in the ordinary course of business; (xvii) Any loan or advance (other than advances to employees in the ordinary course of business for travel and entertainment) in accordance with past practice in an aggregate amount less than Two Thousand Dollars ($2,000)) to any person; (xviii) Except as disclosed in Schedule 3.02, any increase in any salary, wage, benefit or other remuneration payable to or to become payable to any current or former officer, director, employee, agent or shareholder of IDW; any bonus or severance payment or arrangement made to, for or with any officer, director, employee or agent of IDW; or any supplemental retirement plan or other program or special remuneration for any officer, director, employee or agent of IDW, except for normal salary or wage increases relating to periodic performance reviews and annual bonuses consistent with IDW's past practices; (xix) Any strike, walkout, labor dispute, slowdown, work stoppage or organizational effort that has or could have a Material Adverse Effect on IDW; (xx) Any disposition or failure to keep in effect any rights in, to or for the use of any patent, trade xxxx, service xxxx, trade name or copyright, or any disclosure to any person not an employee or other disposition of any trade secret, process or know-how; or (xxi) Any Undertaking by IDW, in writing or otherwise, to do any of the foregoing.

Absence of Changes. Since the date of the Title Balance Sheet Date, except as set forth in the Draft Registration Statement delivered to the Stockholders, and except as contemplated by this Agreement and the Other Agreements or as set forth on Schedule 6.15 hereto, there has not been: : (i) any material adverse change Material Adverse Change (as defined in the financial conditionSection 9.3(c)) with respect to Title, assetsCompany and their subsidiaries, liabilities (contingent or otherwise) or business of TCI or Newco; taken as a group, (ii) any damagedeclaration, destruction setting aside or loss payment of any dividend on, or other distribution (whether in cash, stock or not covered by insuranceproperty) materially adversely affecting the properties or business of TCI or Newco; (iii) any change in the authorized capital of TCI or Newco or their outstanding securities respect of, or any change in their ownership interests issuance of, any of Title's or any grant of its subsidiaries' capital stock, or any purchase, redemption or other acquisition by Title of any of Title's capital stock or any other securities of Title or its subsidiaries or any options, warrants, callscalls or rights to acquire any such shares or other securities except for repurchases from employees following their termination pursuant to the terms of their pre-existing stock option or purchase agreements, conversion rights (iii) any split, combination or commitments; reclassification of any of Title's or any of its subsidiaries' capital stock, (iv) up to the date of this Agreement, any declaration granting by Title or payment any of its subsidiaries of any dividend increase in compensation or distribution fringe benefits to any of their executive officers, or any payment by Title or any of its subsidiaries of any bonus to any of their executive officers, or any granting by Title or any of its subsidiaries of any increase in respect severance or termination pay to any of their executive officers or any entry by Title or any of its subsidiaries into, or material modification or amendment of, any currently effective employment, severance, termination or indemnification agreement with any executive officer or any agreement with any executive officer the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving Title of the capital stock or any direct or indirect redemptionnature contemplated hereby, purchase or other acquisition of any of the capital stock of TCI or Newco; (v) up to the date of this Agreement, any sale granting by Title or transferany of its subsidiaries of any increase in compensation or fringe benefits to any of their non-executive officer employees, or any agreement payment by Title or any of its subsidiaries of any bonus to sell any of their non-executive executive officer employees, or transferany granting by Title or any of its subsidiaries of any increase in severance or termination pay to any non-executive officer employee or any entry by Title or any of its subsidiaries into, or material modification or amendment of, any material assetscurrently effective employment, property severance, termination or rights of TCI indemnification agreement with any non-executive officer employees or any Subsidiary thereof agreement with a non-executive officer employee the benefits of which are contingent or the terms of which are materially altered upon the occurrence of a transaction involving Title of the nature contemplated hereby, excluding any such increases, payments, grants or other agreements which individually obligate Title to pay less than $10,000 annually to a non-executive officer employee and in the aggregate obligate Title to pay less than $50,000 at any person; time in the future, (vi) any cancellation, material change or agreement to cancel, any indebtedness or other obligation owing to TCI or any Subsidiary thereof; (vii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of TCI or any Subsidiary thereof or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (viii) any waiver of any material rights or claims of TCI or any Subsidiary of TCI; (ix) any amendment or termination of any material contract, agreement, license, permit or other right to which TCI or any Subsidiary of TCI is a party; (x) any transaction by TCI or any Subsidiary of TCI outside the ordinary course of its business; (xi) any other distribution of property or assets by TCI or any Subsidiary of TCI other than alteration in the ordinary course policy of business.Title

Absence of Changes. Since the Balance Sheet DateFebruary 21, 1998, except as set forth in the Draft Registration Statement delivered to the Stockholders, and except as contemplated by this Agreement and the Other Agreements herein or as set forth on Schedule 6.15 hereto5.24, there has not been: (i) any material adverse change changes that, individually or in the financial conditionaggregate, assets, liabilities (contingent or otherwise) or business of TCI or Newcohave had a Material Adverse Effect; (ii) any damage, destruction or loss (whether or not covered by insurance) materially adversely affecting the properties or business of TCI AES or Newcoany AES Subsidiary; (iii) any change in the authorized capital of TCI AES or Newco any AES Subsidiary or in their outstanding securities or any change in their ownership interests or any grant of any options, warrants, calls, conversion rights or commitments;; provided, however, that AES may continue to issue stock and securities in connection with acquisitions and financing of businesses and companies (iv) any declaration work interruptions, labor grievances or payment claims filed, or any similar event or condition of any dividend character, materially adversely affecting the business or distribution in respect future prospects of the capital stock AES or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of TCI or NewcoAES Subsidiary; (v) any sale or transfer, or any agreement to sell or transfer, any material assets, property or rights of TCI AES or any AES Subsidiary thereof to any person, including without limitation the AES STOCKHOLDERS and their affiliates; (vi) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to TCI AES or any Subsidiary AES Subsidiary, including without limitation any indebtedness or obligation of any of the AES STOCKHOLDERS or any affiliate thereof, provided that AES and the AES Subsidiaries may negotiate and adjust bills in the course of good faith disputes with customers in a manner consistent with past practice; (vii) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of TCI AES or any AES Subsidiary thereof or requiring consent of any party to the transfer and assignment of any such assets, property or rights; (viii) any waiver of any material rights or claims of TCI AES or any Subsidiary of TCIAES Subsidiary; (ix) any material breach, amendment or termination of any material contract, agreement, license, permit or other right to which TCI AES or any AES Subsidiary of TCI is a party;; or (x) any transaction by TCI AES or any AES Subsidiary of TCI outside the ordinary course of its business; (xi) any other distribution of property or assets by TCI or any Subsidiary of TCI other than in the ordinary course of business.