Common use of Absence of Material Changes Clause in Contracts

Absence of Material Changes. Except as set forth in Schedule 4.28 attached hereto, from December 31, 1999 to the date of this Agreement: (a) there has not been any Material Adverse Effect (as defined in Section 4.6 hereof); (b) Seller has not lost (or received written notice that it is about to lose) any Primary Clients or Primary Clients with which Seller has significant business relations; (c) no salesperson whose clients represent 3% or more of Seller's revenue during 1999 nor any senior manager of Seller has terminated his employment or engagement with Seller nor has Seller terminated such person's employment or engagement; (d) Seller has operated the Business in the ordinary course and has not sold, assigned, or transferred any assets except in the ordinary course of business consistent with past practice; (e) neither Seller nor Shareholder has mortgaged, pledged or subjected to any lien, pledge, mortgage, security interest, conditional sales contract, or other encumbrance of any nature whatsoever, any of the Purchased Assets; (f) there has been no amendment, termination, or waiver of any right of Seller under any contract, governmental license or permit that may materially adversely affect the Purchased Assets or the Business; (g) Seller has not: (i) paid any judgment resulting from any suit, proceeding, arbitration, claim or counterclaim in respect of its assets or Business in excess of $1,000 (provided that all such excluded payments do not aggregate to more than $5,000); (ii) made any such payment to any party in settlement of any such suit, proceeding, arbitration, claim or counterclaim in excess of $1,000 (provided that all such excluded payments do not aggregate to more than $5,000); (iii) written down, or failed to write down (in accordance with its past practices consistently applied) or written up the value of any inventory or assets of Seller; (iv) made any material changes in the customary methods of operation of the Business, including practices and policies relating to purchasing, marketing, selling, accounting, payment of trade creditors or in the billing or collection of accounts receivable or work in progress, including without limitation, discounting or writing off any of Seller's accounts receivable or work in progress for early payment, or granting any other deduction or discount thereon or accelerating the collection thereof except in accordance with past practices consistently applied; (v) (except in respect of ordinary trade payables) incurred any indebtedness or guaranteed any indebtedness, except for borrowings under existing loans or lines of credit in the ordinary course of business consistent with past practice; (vi) taken any action other than in the ordinary course of business and in a manner consistent with past practices (none of which actions has been unreasonable or unusual) with respect to increasing the compensation of any officer, director, consultant or employee of Seller, paid bonuses to any consultant or employees (except for bonuses earned in the ordinary course of business), or with respect to the grant of any severance or termination pay (otherwise than pursuant to policies of Seller in effect on the date hereof fully disclosed to PRGUSA in writing prior to the date hereof) or with respect to any increase of benefits payable under its severance or termination pay policies in effect on the date hereof; (vii) declared, set aside or paid any dividend or distribution payable in cash, stock, property or otherwise with respect to Seller's capital stock (except for distributions to Shareholder consistent with past practices); or (viii) agreed, whether in writing or otherwise, to take any of the actions specified in this Section 4.28.

Absence of Material Changes. Except as set forth in Schedule 4.28 4.15 attached hereto, from December 31November 30, 1999 2003, to the date of this Agreement, with respect to TSL and the Business: (a) there has not been any Material Adverse Effect (as defined in Section 4.6 4.4 hereof); (b) Seller PRGUSA has not lost (or received written notice that it is about to lose) any Primary Clients or Primary Clients with which Seller has significant business relations; (c) no salesperson whose clients represent 3% or more of Seller's revenue during 1999 nor any senior manager of Seller has terminated his employment or engagement with Seller nor has Seller terminated such person's employment or engagement; (d) Seller has in all material respects operated TSL and the Business in the ordinary course and has not sold, assigned, or transferred any of the material assets except used in operations of TSL or the ordinary course of business consistent with past practiceBusiness; (e) neither Seller nor Shareholder has mortgaged, pledged or subjected to any lien, pledge, mortgage, security interest, conditional sales contract, or other encumbrance of any nature whatsoever, any of the Purchased Assets; (fc) there has been no amendment, cancellation, termination, or waiver of any right of Seller PRGUSA, TSL or the Business under any contract, governmental license or permit that may materially adversely affect is material to the Purchased Assets or the Businessoperations of TSL; (gd) Seller PRGUSA has not: (i) paid any judgment resulting from any suit, proceeding, arbitration, claim or counterclaim in respect of its assets or Business in excess of $1,000 (provided that all such excluded payments do not aggregate to more than $5,000); (ii) made any such payment to any party in settlement of any such suit, proceeding, arbitration, claim or counterclaim in excess of $1,000 (provided that all such excluded payments do not aggregate to more than $5,000); (iii) written down, or failed to write down (in accordance with its past practices consistently applied) or written up the value of any inventory or assets of Seller; (iv) made any material changes in the customary methods of operation of the Business, including practices and policies relating to purchasing, marketing, selling, accounting, payment of trade creditors or in the billing or collection of accounts receivable or work in progress, including without limitation, discounting or writing off any of Seller's accounts receivable or work in progress for early payment, or granting any other deduction or discount thereon or accelerating the collection thereof except in accordance with past practices consistently appliedTSL; (ve) (except in respect of ordinary trade payables) neither PRGUSA nor TSL incurred any indebtedness or guaranteed any indebtedness, except for borrowings under existing loans or lines of credit in the ordinary course of business consistent with past practice; (vif) PRGUSA has not taken any action other than in the ordinary course of business and in a manner consistent with past practices (none of which actions has been unreasonable or unusual) with respect to increasing the compensation of any officer, director, consultant auditor or employee of SellerPRGUSA with respect to TSL; (g) to the knowledge of PRGUSA, paid bonuses there has not been any material change or any threat of any change in any of its relations with, or any loss or threat of loss of, any of the suppliers, distributors, clients or customers of the Business; (h) there have not been any write-offs as uncollectible of any notes or accounts receivable of PRGUSA with respect to the Business or write-downs of the value of any consultant assets by any PRGUSA with respect to the Business other than in immaterial amounts or employees (except for bonuses earned in the ordinary course of business), or business consistent with past practice; (i) with respect to the grant of Business, there has not been any severance or termination pay (otherwise than pursuant to policies of Seller in effect on the date hereof fully disclosed to material change by PRGUSA in writing prior to the date hereof) any method of accounting or keeping its books of account or accounting practices, or any material change in existing credit, collection and payment policies and practices with respect to any increase of benefits payable under its severance or termination pay policies in effect on the date hereofBusiness; (viij) declaredthere has not been any material disposition of or material failure to keep in effect any rights in, set aside to or paid for the use of any dividend patent, trademark, service xxxx, trade name or distribution payable in cash, stock, property or otherwise with respect to Seller's capital stock (except for distributions to Shareholder consistent with past practices)copyright of the Business; or (viiik) agreed, whether in writing or otherwise, to take any of the actions specified in this Section 4.284.15.

Absence of Material Changes. Except as set forth in on Schedule 4.28 attached hereto4.10, from since December 31, 1999 to 2003, Sellers have conducted the date of this AgreementPlay Along Business in the ordinary course, and there has not been and the Sellers do not have knowledge of: (a) there has not been any Material Adverse Effect (as defined in Section 4.6 hereof)Change; (b) Seller has not lost (any damage, destruction or received written notice loss to any of the Assets that it is about to lose) any Primary Clients or Primary Clients with which Seller has significant business relationsaffects the Play Along Business; (c) no salesperson whose clients represent 3% any declaration, setting aside or more payment of any cash or noncash dividend or any other distribution with respect to any Seller's revenue during 1999 nor capital stock or membership interest or any senior manager direct or indirect redemption, purchase or other acquisition by any Seller of Seller has terminated his employment any such stock or engagement with Seller nor has Seller terminated such person's employment or engagementinterest, other than amounts necessary for the Stockholders to pay their income Taxes on the profits of PA Hong Kong through Closing, which amounts are set forth on Schedule 4.10; (d) Seller has operated the Business in the ordinary course and has not soldany obligation or liability incurred, assigneddischarged or satisfied, other than current liabilities incurred, discharged or transferred any assets except satisfied in the ordinary course of business consistent with past practicebusiness; (e) neither Seller nor Shareholder has mortgagedwith the exception of the transactions contemplated by this Agreement and the Related Documents, pledged or subjected to any liensale, pledgetransfer, mortgagelease, security interestlicense, conditional sales contract, Encumbrance or other encumbrance disposition of any nature whatsoever, any of the Purchased Assets; (f) there has been no amendment, termination, or waiver of any right of Seller under any contract, governmental license or permit that may materially adversely affect the Purchased Assets or the Business; (g) Seller has not: (i) paid any judgment resulting from any suit, proceeding, arbitration, claim or counterclaim in respect of its assets or Business in excess of $1,000 (provided that all such excluded payments do not aggregate to more than $5,000); (ii) made any such payment to any party in settlement of any such suit, proceeding, arbitration, claim or counterclaim in excess of $1,000 (provided that all such excluded payments do not aggregate to more than $5,000); (iii) written down, or failed to write down (in accordance with its past practices consistently applied) or written up the value of any inventory or assets of Seller; (iv) made any material changes in the customary methods of operation of the Business, including practices and policies relating to purchasing, marketing, selling, accounting, payment of trade creditors or in the billing or collection of accounts receivable or work in progress, including without limitation, discounting or writing off any of Seller's accounts receivable or work in progress for early payment, or granting any other deduction or discount thereon or accelerating the collection thereof except in accordance with past practices consistently applied; (v) (except in respect of ordinary trade payables) incurred any indebtedness or guaranteed any indebtedness, except for borrowings under existing loans or lines of credit in the ordinary course of business consistent with past practice; (vi) taken any action Asset other than in the ordinary course of business and in a manner consistent with past practices business; (none of which actions has been unreasonable or unusualf) with respect the exception of the transactions contemplated by this Agreement and the Related Documents, any action taken by any Seller to increasing the compensation of amend, terminate or waive any officer, director, consultant or employee of Seller, paid bonuses material right belonging to any consultant or employees (except for bonuses earned that Seller other than in the ordinary course of business); (g) with the exception of the transactions contemplated by this Agreement and the Related Documents, any rights transferred or granted under any concessions, leases, licenses, or other Contracts (excluding purchase orders issued or received in the ordinary course of business) to any Trade Rights owned or licensed by Sellers; (h) any wage or salary increase to any officer or employee or any amendment to or adoption of an Employee Plan (as defined in Section 4.18(b) herein) not previously disclosed to Purchasers other than in the ordinary course of business, except as set forth in Schedule 4.10; (i) any single investment, capital contribution, capital expenditure or any commitment for any capital expenditure in excess of $25,000 outside of the ordinary course of business; (j) with the exception of this Agreement and the Related Documents, any transaction, Contract or commitment entered into by any Seller other than in the ordinary course of business; (k) any loss of one or more suppliers, manufacturers, distributors or customers, which is reasonably likely to have an adverse effect on current year production or sales, except as set forth on Schedule 4.10; (l) any Action pending or threatened, which relates to any Seller or any of the Assets, the outcome of which could reasonably be expected to have a Material Adverse Effect, except as set forth on Schedule 4.10; (i) the incurrence of any indebtedness for borrowed money, other than borrowings under existing credit facilities and existing indebtedness owing to Sellers, (ii) the making of any loans or advances to any other Person, other than routine advances to employees consistent with past practice or (iii) the assumption, guarantee or endorsement (whether directly, contingently otherwise) for the obligations of any other Person, other than any assumption, guarantee or endorsement undertaken by one Seller for another Seller in the ordinary course of business; (n) any compromise or settlement of, or the taking of any material action with respect to, any Action; (o) the entrance into or amendment of any employment, consulting, severance, or similar agreement with any Person other than in the ordinary course of business, except with respect to new hires in the grant ordinary course of any severance business or termination pay (otherwise than pursuant to policies of Seller in effect as set forth on the date hereof fully disclosed to PRGUSA in writing prior to the date hereof) or with respect to any increase of benefits payable under its severance or termination pay policies in effect on the date hereofSchedule 4.10; (viip) declaredany material change in any of their respective methods of accounting or accounting practice or policy, set aside except as required by any changes in GAAP or paid applicable Law; (q) the entrance into any dividend agreement the purpose of which is to restrain, limit, or distribution payable impede Purchasers' ability to conduct the Play Along Business following the Closing; (r) the entrance into any other agreements, commitments or contracts which create liabilities other than in cashthe ordinary course of business; (s) except as otherwise disclosed in this Agreement, stock, property the authorization or otherwise with respect commitment by any Seller to Seller's make any capital stock expenditures other than those capital expenditures incurred by Sellers in the ordinary course of business; (except for distributions to Shareholder consistent with past practices)t) the cancellation or termination of any insurance policy covering the Assets other than in the ordinary course of business; or (viiiu) agreedthe maintenance of Sellers' respective books and records in a manner inconsistent with past business practices, whether except to be in writing compliance with GAAP or otherwise, to take any of the actions specified in this Section 4.28applicable Laws.

Absence of Material Changes. Except Since September 30, 2017, and through the date hereof, and as of the Closing Date, except as set forth in on Schedule 4.28 attached hereto10.1(l), from December 31, 1999 to the date of this Agreement: (a) there has not been any Material Adverse Effect (as defined in Section 4.6 hereof); (b) Seller has not lost (or received written notice that it is about to lose) any Primary Clients or Primary Clients with which Seller has significant business relations; (c) no salesperson whose clients represent 3% or more of Seller's revenue during 1999 nor any senior manager of Seller has terminated his employment or engagement with Seller nor has Seller terminated such person's employment or engagement; (d) Seller has operated the Business has been operated in the ordinary course and there has not soldbeen: (i) any sale, assignedpledge, disposition, transfer, lease, license, encumbrance or transferred authorization of the sale, pledge, disposition, transfer, lease, license or encumbrance of any assets except assets, including any IP Rights, that are (or would otherwise be) Transferred Assets, other than (A) sales of Products in the ordinary course of business consistent with past practice;practice or (B) Permitted Liens; Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked [***]. (eii) neither Seller nor Shareholder has mortgaged, pledged or subjected to any lien, pledge, mortgage, security interest, conditional sales contract, or other encumbrance waiver of any nature whatsoever, any material claims or rights of material value that relate to the Purchased Transferred Assets; (fiii) there has been no amendmentany acquisition of any material properties, terminationassets or IP Rights that constitute Transferred Assets, other than Transferred Assets that would not reasonably be expected to result in any material Assumed Liabilities; (iv) any settlement of any Legal Proceeding or waiver of any right material claims or rights of Seller under material value in a manner that constitutes an Assumed Liability or otherwise would reasonably be expected to be materially adverse to the Transferred Assets or the operation of the Business, taken as a whole; (v) any contracttermination, governmental license cancellation, lapse, amendment, waiver or permit that may materially adversely affect modification of any Regulatory Approvals material to the Purchased Business or the Transferred Assets; (vi) any abandonment, termination or lapse of any Transferred IP Rights or Licensed IP Rights, or rights relating to any Transferred IP Rights or Licensed IP Rights, in each case, relating to the Transferred Assets or the Business; (gvii) Seller has not: (i) paid any judgment resulting from failure to take any suitaction necessary to protect or maintain any Transferred IP Rights or Licensed IP Rights or to prosecute any pending applications for any trademarks or file any documents or other information or pay any maintenance or other fees related thereto, proceedingin each case, arbitration, claim relating to the Transferred Assets or counterclaim in respect of its assets or Business in excess of $1,000 (provided that all such excluded payments do not aggregate to more than $5,000)the Business; (iiviii) made any such payment transfer, assignment or grant of any license or sublicense of any rights under or with respect to any party in settlement of any such suitTransferred IP Rights or Licensed IP Rights relating to the Transferred Assets, proceeding, arbitration, claim the Products or counterclaim in excess of $1,000 (provided that all such excluded payments do not aggregate to more than $5,000); (iii) written down, or failed to write down (in accordance with its past practices consistently applied) or written up the value of any inventory or assets of Seller; (iv) made any material changes in the customary methods of operation of the Business, including practices and policies relating to purchasing, marketing, selling, accounting, payment of trade creditors or in the billing or collection of accounts receivable or work in progress, including without limitation, discounting or writing off any of Seller's accounts receivable or work in progress for early payment, or granting any other deduction or discount thereon or accelerating the collection thereof except in accordance with past practices consistently applied; (v) (except in respect of ordinary trade payables) incurred any indebtedness or guaranteed any indebtedness, except for borrowings under existing loans or lines of credit in the ordinary course of business consistent with past practice; (vi) taken any action other than in the ordinary course of business immaterial, non-exclusive licenses to use Transferred IP Rights or Licensed IP rights to customers and in a manner consistent with past practices (none of which actions has been unreasonable or unusual) with respect to increasing the compensation of any officer, director, consultant or employee of Seller, paid bonuses to any consultant or employees (except for bonuses earned suppliers in the ordinary course of business), or ; (ix) any (A) change in any Depomed Entity’s activities and practices with respect to inventory levels of the grant Products maintained at the wholesale, chain or institutional levels inconsistent with past practice, (B) any change in the selling, distribution, advertising, pricing, terms of sale or collection practices inconsistent with past practice or (C) the entry into any severance program, activity or termination pay other action (otherwise than pursuant including any rebate, discount, chargeback or refund policy or practice), in each case, that would reasonably be expected to policies result in a trade buy-in that is materially in excess of Seller in effect on normal customer purchasing patterns consistent with past course of dealing with the date hereof fully disclosed to PRGUSA in writing Business during the twelve (12) months prior to the date hereof) or with respect to any increase of benefits payable under its severance or termination pay policies in effect on the date hereof; (vii) declared, set aside or paid any dividend or distribution payable in cash, stock, property or otherwise with respect to Seller's capital stock (except for distributions to Shareholder consistent with past practices); or (viiix) agreedany agreement, whether in writing or otherwise, commitment to take or authorization of any of the actions specified action described in this Section 4.2810.1(l).

Absence of Material Changes. Except as set forth in Schedule 4.28 attached heretoSince January 1, from December 31, 1999 to the date of this Agreement2022: (a) there has not been any Material Adverse Effect (as defined in Section 4.6 hereof); Effect; (b) the Seller has not lost (or received written notice that it is about to may lose) any Primary Clients customers, distributors or Primary Clients suppliers with which the Seller has or had significant business relations; relations exceeding $50,000 annually, and has not received written notice that any such customers, suppliers or distributors plan to materially reduce the volume or character of business conducted with the Seller by an amount exceeding $50,000; (c) no salesperson whose clients represent 3% or more of the Seller and, to the Seller's revenue during 1999 nor any senior manager of Seller has terminated his employment or engagement with Seller nor has Seller terminated such person's employment or engagement; (d) Seller ’s knowledge, each Affiliated Trucking Company has operated the Business in the ordinary course and has not sold, assigned, assigned or transferred any assets assets, except in the ordinary course of business the Business consistent with past practice; ; (ed) neither the Seller nor Shareholder or an Affiliated Trucking Company has mortgagednot mortgaged or pledged, pledged or subjected to any lien, pledge, mortgage, security interest, conditional sales contract, or other encumbrance Encumbrance of any nature whatsoeverwhatsoever (other than Permitted Encumbrances), any of the Purchased Assets; , or affected any ownership of the issued and outstanding equity securities of the Seller; (fe) there has been no amendment, termination, or waiver of any right of the Seller under any contract, governmental license or permit that may materially adversely affect have a Material Adverse Effect on the Purchased Assets Assets, the Business or any ownership of the Business; Seller’s issued and outstanding equity securities; (gf) The Seller has not: , directly or indirectly: (i) paid any judgment resulting from any suit, proceeding, arbitration, claim or counterclaim in respect of its assets the Purchased Assets or Business in excess of $1,000 (provided that all such excluded payments do not aggregate to more than $5,000); the Business; (ii) made any such payment to any party in settlement of any such suit, proceeding, arbitration, claim or counterclaim in excess of $1,000 (provided that all such excluded payments do not aggregate to more than $5,000); counterclaim; (iii) written down, or failed to write down (in accordance with its past practices consistently applied) or written up the value of any inventory or assets of Seller; (iv) made any material changes in the Seller’s customary methods of operation of the Businessoperation, including practices and policies relating to accounting, purchasing, marketing, selling, accounting, selling or payment of trade creditors or in the billing or collection of accounts receivable or work in progress, including without limitation, discounting or writing off any of Seller's accounts receivable or work in progress for early payment, or granting any other deduction or discount thereon or accelerating the collection thereof except in accordance with past practices consistently applied; creditors; (viv) (except in respect of ordinary trade payables) , incurred any indebtedness or guaranteed any indebtednessindebtedness exceeding $100,000, except for borrowings under existing loans or lines of credit in the ordinary course of business the Business consistent with past practice; (vi) taken any action other than in the ordinary course of business and in a manner consistent with past practices (none of which actions has been unreasonable or unusual) with respect to increasing the compensation of any officer, director, consultant or employee of Seller, paid bonuses to any consultant or employees (except for bonuses earned in the ordinary course of business), or with respect to the grant of any severance or termination pay (otherwise than pursuant to policies of Seller in effect on the date hereof fully disclosed to PRGUSA in writing prior to the date hereof) or with respect to any increase of benefits payable under its severance or termination pay policies in effect on the date hereof; (vii) declared, set aside or paid any dividend or distribution payable in cash, stock, property or otherwise with respect to Seller's capital stock (except for distributions to Shareholder consistent with past practices); or (viii) agreed, whether in writing or otherwise, to take any of the actions specified in this Section 4.28.

Absence of Material Changes. Except as set forth otherwise described in Schedule 4.28 attached heretoSection 5(j) of the Valley Forge Disclosure Binder, from since December 31, 1999 to 2004, there has not been any material adverse change in the date business, financial condition, operations or results of this Agreementoperations of Valley Forge. Without limiting the generality of the foregoing, since that date: (ai) Valley Forge has not sold, leased, transferred, or assigned any of their respective assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Valley Forge has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) outside the Ordinary Course of Business; (iii) except as disclosed in Section 5(j)(iii) of the Valley Forge Disclosure Binder, no party (including Valley Forge) has accelerated, terminated, modified, or cancelled any material agreement, contract, lease, or license (or series of related material agreements, contracts, leases, and licenses) to which Valley Forge is a party or by which it is bound; (iv) Valley Forge has not granted any Security Interest upon any of its assets, tangible or intangible; (v) Valley Forge has not made any capital expenditure (or series of related capital expenditures) outside the Ordinary Course of Business; (vi) Valley Forge has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) outside the Ordinary Course of Business; (vii) Valley Forge has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation outside the Ordinary Course of Business; (viii) Valley Forge has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Valley Forge has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) outside the Ordinary Course of Business; (x) Except as disclosed in Section 5(j)(x) of the Valley Forge Disclosure Binder, Valley Forge has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) Valley Forge has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xii) Valley Forge has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property; (xiii) Valley Forge has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xiv) Valley Forge has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (xv) Valley Forge has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xvi) except as disclosed in the Valley Forge Disclosure Binder, Valley Forge has not adopted, amended, modified or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xvii) Valley Forge has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) Valley Forge has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xix) there has not been any Material Adverse Effect (other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Valley Forge and Valley Forge has not altered the terms and conditions of its Backlog, and the dollar amount of orders in the Backlog is not materially less than it was as defined of such date, except as increased or decreased in the Ordinary Course of Business, and the Backlog which is outstanding and as of the date hereof contains terms and conditions that are consistent with Valley Forge's practices over the past year and as described in Section 4.6 hereof);5(j)(xix) of the Valley Forge Disclosure Binder; and (bxx) Seller Valley Forge has not lost (or received written notice that it is about committed to lose) any Primary Clients or Primary Clients with which Seller has significant business relations; (c) no salesperson whose clients represent 3% or more of Seller's revenue during 1999 nor any senior manager of Seller has terminated his employment or engagement with Seller nor has Seller terminated such person's employment or engagement; (d) Seller has operated the Business in the ordinary course and has not sold, assigned, or transferred any assets except in the ordinary course of business consistent with past practice; (e) neither Seller nor Shareholder has mortgaged, pledged or subjected to any lien, pledge, mortgage, security interest, conditional sales contract, or other encumbrance of any nature whatsoever, any of the Purchased Assets; (f) there has been no amendment, termination, or waiver of any right of Seller under any contract, governmental license or permit that may materially adversely affect the Purchased Assets or the Business; (g) Seller has not: (i) paid any judgment resulting from any suit, proceeding, arbitration, claim or counterclaim in respect of its assets or Business in excess of $1,000 (provided that all such excluded payments do not aggregate to more than $5,000); (ii) made any such payment to any party in settlement of any such suit, proceeding, arbitration, claim or counterclaim in excess of $1,000 (provided that all such excluded payments do not aggregate to more than $5,000); (iii) written down, or failed to write down (in accordance with its past practices consistently applied) or written up the value of any inventory or assets of Seller; (iv) made any material changes in the customary methods of operation of the Business, including practices and policies relating to purchasing, marketing, selling, accounting, payment of trade creditors or in the billing or collection of accounts receivable or work in progress, including without limitation, discounting or writing off any of Seller's accounts receivable or work in progress for early payment, or granting any other deduction or discount thereon or accelerating the collection thereof except in accordance with past practices consistently applied; (v) (except in respect of ordinary trade payables) incurred any indebtedness or guaranteed any indebtedness, except for borrowings under existing loans or lines of credit in the ordinary course of business consistent with past practice; (vi) taken any action other than in the ordinary course of business and in a manner consistent with past practices (none of which actions has been unreasonable or unusual) with respect to increasing the compensation of any officer, director, consultant or employee of Seller, paid bonuses to any consultant or employees (except for bonuses earned in the ordinary course of business), or with respect to the grant of any severance or termination pay (otherwise than pursuant to policies of Seller in effect on the date hereof fully disclosed to PRGUSA in writing prior to the date hereof) or with respect to any increase of benefits payable under its severance or termination pay policies in effect on the date hereof; (vii) declared, set aside or paid any dividend or distribution payable in cash, stock, property or otherwise with respect to Seller's capital stock (except for distributions to Shareholder consistent with past practices); or (viii) agreed, whether in writing or otherwise, to take any of the actions specified in this Section 4.28foregoing.

Absence of Material Changes. Except as set forth disclosed in Schedule 4.28 attached heretoExhibit 12.1.10 since January 1, from December 31, 1999 to the date of this Agreement: (a) there has not been any Material Adverse Effect (as defined in Section 4.6 hereof); (b) Seller has not lost (or received written notice that it is about to lose) any Primary Clients or Primary Clients with which Seller has significant business relations; (c) no salesperson whose clients represent 3% or more of Seller's revenue during 1999 nor any senior manager of Seller has terminated his employment or engagement with Seller nor has Seller terminated such person's employment or engagement; (d) Seller has operated the Business in the ordinary course and has not sold, assigned, or transferred any assets except in the ordinary course of business consistent with past practice; (e) neither Seller nor Shareholder has mortgaged, pledged or subjected to any lien, pledge, mortgage, security interest, conditional sales contract, or other encumbrance of any nature whatsoever, any of the Purchased Assets; (f) there has been no amendment, termination, or waiver of any right of Seller under any contract, governmental license or permit that may materially adversely affect the Purchased Assets or the Business; (g) Seller has not2005: (i) paid any judgment resulting from any suit, proceeding, arbitration, claim or counterclaim in respect of its assets or Business in excess of $1,000 (provided that all such excluded payments do not aggregate to more than $5,000);[intentionally left blank] (ii) made any such payment the gross salary payable to any party in settlement the Key Employees has not been increased outside the Ordinary Course of any such suit, proceeding, arbitration, claim or counterclaim in excess of $1,000 (provided that all such excluded payments do not aggregate to Business consistent with past practice by more than $5,00010 %. The determination elements for the bonuses of the Key Employees (which for the fiscal year 2005 are set forth in Exhibit 12.1.10 (ii)) have not been altered for the fiscal year 2005 in a way that would lead to an increase of the bonus payments by more than 10 % compared to the bonuses that would be payable if the bonuses for the fiscal year 2005 had been calculated on the basis of the unaltered determination elements; (iii) written down, or failed to write down (the Business has not hired any new employees with a fixed annual gross compensation in accordance with its past practices consistently applied) or written up the value excess of any inventory or assets of SellerEUR 75,000; (iv) made EPCOS Portugal has not declared or paid any material changes in dividends or adopted any resolution on the customary methods distribution of operation of the Business, including practices and policies relating to purchasing, marketing, selling, accounting, payment of trade creditors or in the billing or collection of accounts receivable or work in progress, including without limitation, discounting or writing off any of Seller's accounts receivable or work in progress for early payment, or granting any other deduction or discount thereon or accelerating the collection thereof except in accordance with past practices consistently applieddividends; (v) (except the Tantalum Business has not made any change in respect accounting methods, principles or practices or made any Tax election or any change of ordinary trade payables) incurred any indebtedness Tax election or guaranteed any indebtedness, except for borrowings under existing loans tax period unless required by Applicable Law or lines by changes of credit in the ordinary course of business consistent with past practiceapplicable GAAP; (vi) taken the Tantalum Business has not delayed or postponed the payment of any action account payables or other than in liabilities outside the ordinary course Ordinary Course of business Business with a commercially unreasonable intention and in has not accelerated the collection of accounts receivables outside the Ordinary Course of Business with a manner consistent with past practices commercially unreasonable intention; (vii) to Seller’s Best Knowledge, none of which actions the Non-production Fixed Assets has been unreasonable damaged significantly with such damage exceeding EUR 10,000; (viii) the Business has not made any loan to, or unusualentered into any other transaction with, any of its Key Employees outside the Ordinary Course of Business; (ix) with respect to increasing the compensation Business has not cancelled, compromised, waived, or released any right or claim (or a series of any officer, director, consultant or employee of Seller, paid bonuses to any consultant or employees related rights and claims) involving more than EUR 10,000 individually (except for bonuses earned in the ordinary course of business), or with respect to the grant series of any severance or termination pay (otherwise than pursuant to policies related rights and claims) outside the Ordinary Course of Seller in effect on the date hereof fully disclosed to PRGUSA in writing prior to the date hereof) or with respect to any increase of benefits payable under its severance or termination pay policies in effect on the date hereofBusiness; (viix) declaredthe Business or Tantalum Business, set aside as the case may be, has not agreed or paid any dividend or distribution payable in cash, stock, property or otherwise with respect committed to Seller's capital stock (except for distributions to Shareholder consistent with past practices); or (viii) agreed, whether in writing or otherwise, to take do any of the actions specified in forgoing as stipulated under this Section 4.2812.1.10.

Absence of Material Changes. Except as set forth otherwise described in Schedule 4.28 attached heretoSection 4(i) of the Synergetics Disclosure Binder, from December 31since the Most Recent Synergetics Fiscal Year End, 1999 to there has not been any material adverse change in the date business, financial condition, operations or results of this Agreementoperations of Synergetics. Without limiting the generality of the foregoing, since that date: (ai) Synergetics has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Synergetics has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) outside the Ordinary Course of Business; (iii) except as disclosed in the Synergetics Disclosure Binder, no party (including Synergetics) has accelerated, terminated, modified, or cancelled any material agreement, contract, lease, or license (or series of related material agreements, contracts, leases, and licenses) to which Synergetics is a party or by which it is bound; (iv) Synergetics has not granted any Security Interest upon any of its assets, tangible or intangible; (v) Synergetics has not made any capital expenditure (or series of related capital expenditures) outside the Ordinary Course of Business; (vi) Synergetics has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) outside the Ordinary Course of Business; (vii) Synergetics has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation outside the Ordinary Course of Business; (viii) Synergetics has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Synergetics has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) outside the Ordinary Course of Business; (x) Synergetics has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) Synergetics has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xii) Synergetics has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property; (xiii) Synergetics has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xiv) Synergetics has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (xv) Synergetics has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xvi) except as disclosed in the Synergetics Disclosure Binder, Synergetics has not adopted, amended, modified or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xvii) Synergetics has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) Synergetics has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xix) there has not been any Material Adverse Effect other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Synergetics and Synergetics has not altered the terms and conditions of firm purchase orders, commitments, or contracts for its services and products (the "Backlog"), and the dollar amount of orders in the Backlog is not materially less than it was as defined of such date, except as increased or decreased in Section 4.6 hereof);the Ordinary Course of Business, and the Backlog which is outstanding and as of the date hereof contains terms and conditions that are consistent with Synergetics' practices over the past year and as described in the Synergetics Disclosure Binder; and (bxx) Seller Synergetics has not lost (or received written notice that it is about committed to lose) any Primary Clients or Primary Clients with which Seller has significant business relations; (c) no salesperson whose clients represent 3% or more of Seller's revenue during 1999 nor any senior manager of Seller has terminated his employment or engagement with Seller nor has Seller terminated such person's employment or engagement; (d) Seller has operated the Business in the ordinary course and has not sold, assigned, or transferred any assets except in the ordinary course of business consistent with past practice; (e) neither Seller nor Shareholder has mortgaged, pledged or subjected to any lien, pledge, mortgage, security interest, conditional sales contract, or other encumbrance of any nature whatsoever, any of the Purchased Assets; (f) there has been no amendment, termination, or waiver of any right of Seller under any contract, governmental license or permit that may materially adversely affect the Purchased Assets or the Business; (g) Seller has not: (i) paid any judgment resulting from any suit, proceeding, arbitration, claim or counterclaim in respect of its assets or Business in excess of $1,000 (provided that all such excluded payments do not aggregate to more than $5,000); (ii) made any such payment to any party in settlement of any such suit, proceeding, arbitration, claim or counterclaim in excess of $1,000 (provided that all such excluded payments do not aggregate to more than $5,000); (iii) written down, or failed to write down (in accordance with its past practices consistently applied) or written up the value of any inventory or assets of Seller; (iv) made any material changes in the customary methods of operation of the Business, including practices and policies relating to purchasing, marketing, selling, accounting, payment of trade creditors or in the billing or collection of accounts receivable or work in progress, including without limitation, discounting or writing off any of Seller's accounts receivable or work in progress for early payment, or granting any other deduction or discount thereon or accelerating the collection thereof except in accordance with past practices consistently applied; (v) (except in respect of ordinary trade payables) incurred any indebtedness or guaranteed any indebtedness, except for borrowings under existing loans or lines of credit in the ordinary course of business consistent with past practice; (vi) taken any action other than in the ordinary course of business and in a manner consistent with past practices (none of which actions has been unreasonable or unusual) with respect to increasing the compensation of any officer, director, consultant or employee of Seller, paid bonuses to any consultant or employees (except for bonuses earned in the ordinary course of business), or with respect to the grant of any severance or termination pay (otherwise than pursuant to policies of Seller in effect on the date hereof fully disclosed to PRGUSA in writing prior to the date hereof) or with respect to any increase of benefits payable under its severance or termination pay policies in effect on the date hereof; (vii) declared, set aside or paid any dividend or distribution payable in cash, stock, property or otherwise with respect to Seller's capital stock (except for distributions to Shareholder consistent with past practices); or (viii) agreed, whether in writing or otherwise, to take any of the actions specified in this Section 4.28foregoing.

Absence of Material Changes. Except Since September 30, 2017, and through the date hereof, and as of the Closing Date, except as set forth in on Schedule 4.28 attached hereto10.1(l), from December 31, 1999 to the date of this Agreement: (a) there has not been any Material Adverse Effect (as defined in Section 4.6 hereof); (b) Seller has not lost (or received written notice that it is about to lose) any Primary Clients or Primary Clients with which Seller has significant business relations; (c) no salesperson whose clients represent 3% or more of Seller's revenue during 1999 nor any senior manager of Seller has terminated his employment or engagement with Seller nor has Seller terminated such person's employment or engagement; (d) Seller has operated the Business has been operated in the ordinary course and there has not soldbeen: (i) any sale, assignedpledge, disposition, transfer, lease, license, encumbrance or transferred authorization of the sale, pledge, disposition, transfer, lease, license or encumbrance of any assets except assets, including any IP Rights, that are (or would otherwise be) Transferred Assets, other than (A) sales of Products in the ordinary course of business consistent with past practicepractice or (B) Permitted Liens; (eii) neither Seller nor Shareholder has mortgaged, pledged or subjected to any lien, pledge, mortgage, security interest, conditional sales contract, or other encumbrance waiver of any nature whatsoever, any material claims or rights of material value that relate to the Purchased Transferred Assets; (fiii) there has been no amendmentany acquisition of any material properties, terminationassets or IP Rights that constitute Transferred Assets, other than Transferred Assets that would not reasonably be expected to result in any material Assumed Liabilities; (iv) any settlement of any Legal Proceeding or waiver of any right material claims or rights of Seller under material value in a manner that constitutes an Assumed Liability or otherwise would reasonably be expected to be materially adverse to the Transferred Assets or the operation of the Business, taken as a whole; (v) any contracttermination, governmental license cancellation, lapse, amendment, waiver or permit that may materially adversely affect modification of any Regulatory Approvals material to the Purchased Business or the Transferred Assets; (vi) any abandonment, termination or lapse of any Transferred IP Rights or Licensed IP Rights, or rights relating to any Transferred IP Rights or Licensed IP Rights, in each case, relating to the Transferred Assets or the Business; Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked [***]. (vii) any failure to take any action necessary to protect or maintain any Transferred IP Rights or Licensed IP Rights or to prosecute any pending applications for any trademarks or file any documents or other information or pay any maintenance or other fees related thereto, in each case, relating to the Transferred Assets or the Business; (gviii) Seller has not: (i) paid any judgment resulting from transfer, assignment or grant of any suit, proceeding, arbitration, claim license or counterclaim in sublicense of any rights under or with respect of its assets or Business in excess of $1,000 (provided that all such excluded payments do not aggregate to more than $5,000); (ii) made any such payment to any party in settlement of any such suitTransferred IP Rights or Licensed IP Rights relating to the Transferred Assets, proceeding, arbitration, claim the Products or counterclaim in excess of $1,000 (provided that all such excluded payments do not aggregate to more than $5,000); (iii) written down, or failed to write down (in accordance with its past practices consistently applied) or written up the value of any inventory or assets of Seller; (iv) made any material changes in the customary methods of operation of the Business, including practices and policies relating to purchasing, marketing, selling, accounting, payment of trade creditors or in the billing or collection of accounts receivable or work in progress, including without limitation, discounting or writing off any of Seller's accounts receivable or work in progress for early payment, or granting any other deduction or discount thereon or accelerating the collection thereof except in accordance with past practices consistently applied; (v) (except in respect of ordinary trade payables) incurred any indebtedness or guaranteed any indebtedness, except for borrowings under existing loans or lines of credit in the ordinary course of business consistent with past practice; (vi) taken any action other than in the ordinary course of business immaterial, non-exclusive licenses to use Transferred IP Rights or Licensed IP rights to customers and in a manner consistent with past practices (none of which actions has been unreasonable or unusual) with respect to increasing the compensation of any officer, director, consultant or employee of Seller, paid bonuses to any consultant or employees (except for bonuses earned suppliers in the ordinary course of business), or ; (ix) any (A) change in any Depomed Entity’s activities and practices with respect to inventory levels of the grant Products maintained at the wholesale, chain or institutional levels inconsistent with past practice, (B) any change in the selling, distribution, advertising, pricing, terms of sale or collection practices inconsistent with past practice or (C) the entry into any severance program, activity or termination pay other action (otherwise than pursuant including any rebate, discount, chargeback or refund policy or practice), in each case, that would reasonably be expected to policies result in a trade buy-in that is materially in excess of Seller in effect on normal customer purchasing patterns consistent with past course of dealing with the date hereof fully disclosed to PRGUSA in writing Business during the twelve (12) months prior to the date hereof) or with respect to any increase of benefits payable under its severance or termination pay policies in effect on the date hereof; (vii) declared, set aside or paid any dividend or distribution payable in cash, stock, property or otherwise with respect to Seller's capital stock (except for distributions to Shareholder consistent with past practices); or (viiix) agreedany agreement, whether in writing or otherwise, commitment to take or authorization of any of the actions specified action described in this Section 4.2810.1(l).

Absence of Material Changes. Except as set forth in Schedule 4.28 4.22 attached hereto, from December 31, 1999 to since the date of this AgreementInterim Balance Sheet Date: (ai) there has not been any Material Adverse Effect in the condition (as defined financial or otherwise) of the Business, the liabilities or the Assets in Section 4.6 hereof)respect of the Business; (bii) Seller to Trellix's Knowledge, there has not been no Material Adverse Effect in Trellix's relations with, nor has Trellix lost (or received written notice that it is about to may lose) any Primary Clients distributors, suppliers, resellers, or Primary Clients customers with which Seller Trellix has significant business relations; (ciii) no salesperson whose clients represent 3% or more of Seller's revenue during 1999 nor any senior manager of Seller has terminated his employment or engagement with Seller nor has Seller terminated such person's employment or engagement; (d) Seller Trellix has operated the Business in the ordinary course and has not sold, assigned, or transferred any assets of the Assets, except in the ordinary course of business the Business consistent with past practice; (eiv) neither Seller nor Shareholder Trellix has not mortgaged, pledged or subjected to any lien, pledge, mortgage, security interest, conditional sales contract, or other encumbrance of any nature whatsoeverwhatsoever (other than Permitted Encumbrances), any of the Purchased AssetsAssets or affected the ownership of Trellix's issued and outstanding equity securities; (fv) there has been no amendment, termination, or waiver of any right of Seller Trellix under any contract, governmental license or permit that reasonably may materially adversely affect be anticipated to have a Material Adverse Effect on the Purchased Assets or Assets, the BusinessBusiness or, to the Knowledge of Trellix, the ownership of issued and outstanding equity securities of Trellix; (gvi) Seller Trellix has not: (iA) paid any judgment resulting from any suit, proceeding, arbitration, claim or counterclaim in respect of its assets the Assets or the Business in excess of $1,000 10,000.00 (provided that all such excluded payments do not aggregate to more than $5,00050,000.00); (iiB) made any such payment to any party in settlement of any such suit, proceeding, arbitration, claim or counterclaim in excess of $1,000 10,000.00 (provided that all such excluded payments do not aggregate to more than $5,00050,000.00); (iiiC) written down, down or failed to write down (in accordance with its past practices consistently applied) generally accepted accounting principles), or written up the value of any inventory or assets of SellerAssets; (ivD) made any material changes in the customary methods of operation of the Business, including practices and policies relating to accounting, purchasing, marketing, selling, accounting, selling or payment of trade creditors or in the billing or collection of accounts receivable or work in progress, including without limitation, discounting or writing off any of Seller's accounts receivable or work in progress for early payment, or granting any other deduction or discount thereon or accelerating the collection thereof except in accordance with past practices consistently appliedcreditors; (vE) (except in respect of ordinary trade payables) , incurred any indebtedness or guaranteed any indebtedness, except for borrowings under existing loans or lines of credit in the ordinary course of business consistent with past practicepractice or bridge financing provided by existing stockholders of Trellix after the execution of this Agreement and prior to Closing, provided such bridge financing shall not exceed, in the aggregate, the portion of the Cash Consideration to be received by the Stockholders at Closing; (viF) issued or sold any of its stock, notes, bonds or other securities, or any option, warrant or other rights to purchase the same; (G) taken any action other than in the ordinary course of business Business and in a manner consistent with past practices (none of which actions has been unreasonable or unusual) with respect to increasing the compensation of any officer, director, consultant or employee of Seller, paid bonuses to any consultant or employees (except for bonuses earned Trellix in the ordinary course of business), Business or with respect to the grant or increase of any severance or termination pay to any such person (otherwise than pursuant to policies of Seller in effect on the date hereof fully as disclosed to PRGUSA Interland in writing prior to the date hereof) or with respect to entered into, adopted, or terminated any increase of benefits payable under its severance employee benefit or termination pay policies in effect on the date hereofemployee benefit plan; (viiH) declared, set aside or paid any dividend or distribution payable in cash, stock, property or otherwise with respect to SellerTrellix's capital stock stock; split, combined or reclassified any of Trellix's capital stock; or redeemed, repurchased or otherwise acquired any of Trellix's capital stock; (except for distributions I) amended its Certificate of Incorporation or Bylaws; (J) made any loans, advances or capital contributions to Shareholder or investments in any person or entity; (K) made any Tax election or settled or compromised any Tax liability, other than in the ordinary course, or entered into any tax sharing agreements or arrangements with any party; (L) paid, discharged or satisfied any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practices)practice or in accordance with their terms, of liabilities reflected or reserved against in the financial statements (or the notes thereto) of Trellix or incurred in the ordinary course of business consistent with past practice; or (viiiM) agreed, whether in writing or otherwise, to take any of the actions specified in this Section 4.284.22.