Common use of Absence of Specified Changes Clause in Contracts

Absence of Specified Changes. From June 30, 2012, there has not been any: A. Transaction by Seller except in the Ordinary Course of Business; B. Capital expenditures by Seller exceeding $10,000; C. Adverse change in the Assets, the Business, the financial condition, liabilities, operations, or prospects of Seller; D. Destruction, damage to, or loss of any of the Assets (whether or not covered by insurance) that adversely affects the Assets or the financial condition, business, operations, or prospects of Seller; E. Loss of employees, suppliers, or customers or other event or condition of any character adversely affecting the Assets, the Business, or the financial condition, operations, or prospects of Seller; F. Change in accounting methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) by Seller; G. Revaluation by Seller of any of the Assets or the Business; H. Acquisition or disposition of any of the Assets, except in the Ordinary Course of Business; I. Amendment or termination of any Contract to which Seller is a party, except in the Ordinary Course of Business; J. Loan by Seller to any Person, or guaranty by Seller of any loan; K. Mortgage, pledge, security interest, lien, or other Encumbrance of any of the Assets or the Business; L. Other event or condition of any character that has or might have an adverse effect on the Assets, the Business, or the financial condition, operations, or prospects of Seller; M. Incurrence of any liability or obligation (whether absolute, accrued, or contingent) affecting the Seller; N. Distribution on account of any class of stock or other equity security, including, without limitation, any dividend or redemption; O. Payment (except in the Ordinary Course of Business) or an increase by Seller of any bonuses, salaries, or other compensation to Selling Principal (or any of his family members) or any shareholder, director, officer, equity owner, agent, or employee of Seller or entry into any employment, severance, or similar Contract with Selling Principal (or any of his family members) or any shareholder, director, officer, equity owner, agent, or employee of Seller; and P. Agreement by Seller to do any of the things described in the preceding Subsections A through O, inclusive.

Absence of Specified Changes. From Since June 30, 20121998, except as set forth on Schedule 6.3, there has not been any: A. (a) Transaction by Seller except in the Ordinary Course ordinary course of Businessbusiness as conducted on that date; B. (b) Capital expenditures expenditure by Seller exceeding $10,00025,000; C. (c) Adverse change in the Assets, the Business, the financial condition, liabilities, operationsassets, business or prospects of Seller; D. (d) Destruction, damage to, or loss of any assets of the Assets Seller (whether or not covered by insurance) that adversely affects the Assets or the financial condition, business, operations, business or prospects of Seller; E. Loss of employees, suppliers, or customers (e) Labor trouble or other event or condition of any character adversely affecting the Assets, the Business, or the financial condition, operationsbusiness, assets or prospects of Seller; F. (f) Change in accounting methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) by Seller; G. (g) Revaluation by Seller of any of its assets; (h) Increase in the Assets salary or other compensation payable or to become payable by Seller to any of its officers, directors or employees, or the Businessdeclaration, payment or commitment or obligation of any kind for the payment by Seller of a bonus or other additional salary or compensation to any such person; H. Acquisition (i) Sale or disposition transfer of any asset of the AssetsSeller, except in the Ordinary Course ordinary course of Businessbusiness; I. Amendment (j) Execution, creation, amendment or termination of any Contract contract, agreement or license to which Seller is a partyparty and which is proposed to be assigned hereunder, except in the Ordinary Course ordinary course of Businessbusiness; J. (k) Loan by Seller to any Personperson or entity, or guaranty by Seller of any loan; K. (l) Waiver or release of any right or claim of Seller, except in the ordinary course of business; (m) Mortgage, pledge, security interest, lien, pledge or other Encumbrance encumbrance of any asset of the Assets or the BusinessSeller; L. (n) Other event or condition of any character that has or might reasonably have an adverse effect on the Assets, the Business, or the financial condition, operationsbusiness, assets or prospects of Seller;; or M. Incurrence of any liability or obligation (whether absolute, accrued, or contingento) affecting the Seller; N. Distribution on account of any class of stock or other equity security, including, without limitation, any dividend or redemption; O. Payment (except in the Ordinary Course of Business) or an increase by Seller of any bonuses, salaries, or other compensation to Selling Principal (or any of his family members) or any shareholder, director, officer, equity owner, agent, or employee of Seller or entry into any employment, severance, or similar Contract with Selling Principal (or any of his family members) or any shareholder, director, officer, equity owner, agent, or employee of Seller; and P. Agreement by Seller to do any of the things described in the preceding Subsections A clauses (a) through O, inclusive(n).

Absence of Specified Changes. From June September 30, 20122011, there has not been any: A. Transaction by Seller except in the Ordinary Course of Business; B. Capital expenditures by Seller exceeding $10,000; C. Adverse change in the Assets, the Business, the financial condition, liabilities, operations, or prospects of Seller; D. Destruction, damage to, or loss of any of the Assets (whether or not covered by insurance) that adversely affects the Assets or the financial condition, business, operations, or prospects of Seller; E. Loss of employees, suppliers, or customers or other event or condition of any character adversely affecting the Assets, the Business, or the financial condition, operations, or prospects of Seller; F. Change in accounting methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) by Seller; G. Revaluation by Seller of any of the Assets or the Business; H. Acquisition or disposition of any of the Assets, except in the Ordinary Course of Business; I. Amendment or termination of any Contract to which Seller is a party, except in the Ordinary Course of Business; J. Loan by Seller to any Person, or guaranty by Seller of any loan; K. Mortgage, pledge, security interest, lien, or other Encumbrance of any of the Assets or the Business; L. Other event or condition of any character that has or might have an adverse effect on the Assets, the Business, or the financial condition, operations, or prospects of Seller; M. Incurrence of any liability or obligation (whether absolute, accrued, or contingent) affecting the Seller; N. Distribution on account of any class of stock or other equity security, including, without limitation, any dividend or redemption; O. Payment (except in the Ordinary Course of Business) or an increase by Seller of any bonuses, salaries, or other compensation to Selling Principal Principals (or any of his their family members) or any shareholder, director, officer, equity owner, agent, affiliate, or employee of Seller or entry into any employment, severance, or similar Contract with Selling Principal Principals (or any of his their family members) or any shareholder, director, officer, equity owner, agent, affiliate, or employee of Seller; and P. Agreement by Seller to do any of the things described in the preceding Subsections A through O, inclusive.

Absence of Specified Changes. From June 30As regards Seller’s business operations at each of the Purchased Location, 2012from March 31, 2019, through the Closing Date there has not been any: A. Transaction Transactions by Seller except in the Ordinary Course ordinary course of Businessbusiness; B. Capital expenditures by Seller exceeding $10,00015,000; C. Adverse Materially adverse change in the Assets, the Business, the financial condition, liabilities, business, operations, or prospects of Sellerthe Purchased Location; D. Destruction, material damage to, or loss of any of the Assets (whether or not covered by insurance) that adversely affects the Assets or the financial condition, business, operations, or prospects of Sellerthe Purchased Location; E. Loss of employees, suppliers, or customers or other event or condition of any character adversely affecting the Assets, the Business, or the financial condition, operations, or prospects of Seller; F. Change in accounting methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) by Seller; G. Revaluation by Seller of any of the Assets or the Business; H. Acquisition or disposition of any of the Assets, except in the Ordinary Course ordinary course of Businessbusiness; I. F. Amendment or termination of any Contract contract, agreement, or license to which Seller is a party, except in the Ordinary Course ordinary course of Businessbusiness; J. Loan by Seller to any Person, G. Waiver or guaranty by Seller release of any loanright or claim of Seller, except in the ordinary course of business; K. Mortgage, pledge, security interest, lien, or other Encumbrance of any of the Assets or the Business; L. H. Other event or condition of any character that has or might have an a materially adverse effect on the Assets, the Business, or the financial condition, business operations, or prospects of Seller’s operations at the Purchased Location; M. I. Incurrence of any liability or obligation (whether absolute, accrued, or contingent) affecting the Seller;’s operations at the Purchased Location or the Assets; or N. Distribution on account of J. Agreement or any class of stock action or other equity security, including, without limitation, any dividend or redemption; O. Payment (except in the Ordinary Course of Business) or an increase omission by Seller of any bonuses, salaries, or other compensation to Selling Principal (or any of his family members) or any shareholder, director, officer, equity owner, agent, or employee of Seller or entry into any employment, severance, or similar Contract with Selling Principal (or any of his family members) or any shareholder, director, officer, equity owner, agent, or employee of Seller; and P. Agreement by Seller to do that would result in any of the things described in the preceding Subsections A A. through OJ., inclusive.

Absence of Specified Changes. From June 30March 31, 2012, there has not been any: A. Transaction by Seller except in the Ordinary Course of Business; B. Capital expenditures by Seller exceeding $10,000; C. Adverse change in the Assets, the Business, the financial condition, liabilities, operations, or prospects of Seller[Intentionally Omitted]; D. Destruction, damage to, or loss of any of the Assets (whether or not covered by insurance) that adversely affects the Assets or the financial condition, business, operations, or prospects of Seller; E. Loss of employees, suppliers, or customers or other event or condition of any character adversely affecting the Assets, the Business, or the financial condition, operations, or prospects of Seller; F. Change in accounting methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) by Seller; G. Revaluation by Seller of any of the Assets or the Business; H. Acquisition or disposition of any of the Assets, except in the Ordinary Course of Business; I. Amendment or termination of any Contract to which Seller is a party, except in the Ordinary Course of Business; J. Loan by Seller to any Person, or guaranty by Seller of any loan; K. Mortgage, pledge, security interest, lien, or other Encumbrance of any of the Assets or the Business; L. Other event or condition of any character that has or might have an a material adverse effect on the Assets, the Business, or the financial condition, operations, or prospects of Seller; M. Incurrence of any liability or obligation (whether absolute, accrued, or contingent) affecting the Seller, except in the Ordinary Course of Business; N. Distribution on account of any class of stock or other equity security, including, without limitation, any dividend or redemption; O. Payment (except in the Ordinary Course of Business) or an increase by Seller of any bonuses, salaries, or other compensation to Selling Principal (or any of his family members) or any shareholder, director, officer, equity owner, agent, or employee of Seller or entry into any employment, severance, or similar Contract with Selling Principal (or any of his family members) or any shareholder, director, officer, equity owner, agent, or employee of Seller; and P. Agreement by Seller to do any of the things described in the preceding Subsections A through O, inclusive.

Absence of Specified Changes. From June 30Since the October 31, 20121996 date of the Financial Statements, there has not been any: A. Transaction (a) transaction by Seller except in the Ordinary Course ordinary course of Businessbusiness as conducted on that date; B. Capital expenditures (b) capital expenditure by Seller exceeding $10,00010,000.00; C. Adverse (c) material adverse change in the Assets, the Business, the financial condition, liabilities, operationsassets, business or prospects of Seller; D. Destruction(d) destruction, damage to, or loss of any assets of the Assets Seller (whether or not covered by insurance) that materially and adversely affects the Assets or the financial condition, business, operations, business or prospects of Seller; E. Loss of employees, suppliers, or customers (e) labor trouble or other event or condition of any character materially and adversely affecting the Assets, the Business, or the financial condition, operationsbusiness, assets or prospects of Seller; F. Change (f) change in accounting methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) by Seller; G. Revaluation (g) revaluation by Seller of any of its assets; (h) increase in the Assets salary or other compensation payable or to become payable by Seller to any of its officers, directors or employees, or the Businessdeclaration, payment, or commitment or obligation of any kind for the payment by Seller of a bonus or other additional salary or compensation to any such person; H. Acquisition (i) sale or disposition transfer of any asset of the AssetsSeller, except in the Ordinary Course ordinary course of Businessbusiness; I. Amendment (j) execution, creation, amendment or termination of any Contract contract, agreement or license to which Seller is a party, except in the Ordinary Course ordinary course of Businessbusiness; J. Loan (k) loan by Seller to any Personperson or entity, or guaranty by Seller of any loan; K. Mortgage(l) waiver or release of any right or claim of Seller, pledgeexcept in the ordinary course of business; (m) mortgage, security interest, lien, pledge or other Encumbrance encumbrance of any asset of the Assets or the BusinessSeller; L. Other (n) other event or condition of any character that has or might reasonably have an a material and adverse effect on the Assets, the Business, or the financial condition, operationsbusiness, assets or prospects of Seller;; or M. Incurrence of any liability or obligation (whether absolute, accrued, or contingento) affecting the Seller; N. Distribution on account of any class of stock or other equity security, including, without limitation, any dividend or redemption; O. Payment (except in the Ordinary Course of Business) or an increase by Seller of any bonuses, salaries, or other compensation to Selling Principal (or any of his family members) or any shareholder, director, officer, equity owner, agent, or employee of Seller or entry into any employment, severance, or similar Contract with Selling Principal (or any of his family members) or any shareholder, director, officer, equity owner, agent, or employee of Seller; and P. Agreement agreement by Seller to do any of the things described in the preceding Subsections A clauses (a) through O, inclusive(n).

Absence of Specified Changes. From June 30Except as set forth on SCHEDULE 6.3 hereof, 2012since January 31, 1997, there has have not been any: A. (a) Transaction by Seller Company except in the Ordinary Course ordinary course of Businessbusiness; B. (b) Capital expenditures expenditure or purchase commitments by Seller Company exceeding $10,0005,000, except for resale; C. (c) Adverse change in the Assets, the Business, the financial condition, liabilities, operationsassets, business or prospects of SellerCompany; D. (d) Destruction, damage to, or loss of any assets of the Assets Company (whether or not covered by insurance) that materially adversely affects the Assets or the financial condition, business, operations, business or prospects of SellerCompany; E. Loss of employees, suppliers, or customers (e) Labor trouble or other event or condition of any character materially adversely affecting the Assets, the Business, or the financial condition, operationsbusiness, assets or prospects of SellerCompany; F. (f) Change in accounting methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) by SellerCompany; G. (g) Revaluation by Seller Company of any of its Assets; (h) Increase in the Assets salary or other compensation payable or to become payable by Company to any of its officers, directors, employees, or consultants or the Businessdeclaration, payment or commitment or obligation of any kind for the payment by Company of a bonus or other additional salary or compensation to any such person; H. Acquisition (i) Sale or disposition transfer of any Asset of the AssetsCompany, except in the Ordinary Course ordinary course of Businessbusiness; I. Amendment (j) Execution, creation, amendment or termination of any Contract contract, agreement or license to which Seller Company is a party, except in the Ordinary Course ordinary course of Businessbusiness; J. (k) Loan by Seller Company to any Personperson or entity, or guaranty by Seller Company of any loan; K. (l) Waiver or release of any right or claim of Company, except in the ordinary course of business; (m) Mortgage, pledge, security interest, lien, pledge or other Encumbrance encumbrance of any Asset of the Assets or the BusinessCompany; L. (n) Other event or condition of any character that has or might reasonably have an adverse effect on the Assets, the Business, or the financial condition, operationsbusiness, Assets or prospects of SellerCompany; M. Incurrence (o) Loss, known to Company, of any liability customers of third party payors resulting in a material adverse change in customers or obligation (whether absolute, accrued, or contingent) affecting the Sellerthird party payors; N. Distribution on account of (p) Distributions to any class of stock shareholders or other equity security, including, without limitation, any dividend or redemption;third parties; or O. Payment (except in the Ordinary Course of Businessq) or an increase by Seller of any bonuses, salaries, or other compensation to Selling Principal (or any of his family members) or any shareholder, director, officer, equity owner, agent, or employee of Seller or entry into any employment, severance, or similar Contract with Selling Principal (or any of his family members) or any shareholder, director, officer, equity owner, agent, or employee of Seller; and P. Agreement by Seller Company to do any of the things described in the preceding Subsections A clauses (a) through O, inclusive(p).

Absence of Specified Changes. From June 30January 1, 20122016, through the Closing Date there has not been any: A. Transaction Transactions by Seller Sellers except in the Ordinary Course ordinary course of Businessbusiness; B. Capital expenditures by Seller each of Sellers exceeding $10,0005,000; C. Adverse change in the Assets, the Business, the financial condition, liabilities, business, operations, or prospects of SellerSellers; D. Destruction, damage to, or loss of any of the Assets (whether or not covered by insurance) that adversely affects the Assets or the financial condition, business, operations, or prospects of SellerSellers; E. Loss of key employees, suppliers, or customers or other event or condition of any character adversely affecting the Assets, the Business, or the financial condition, operationsbusiness, or prospects of SellerSellers; F. Change in accounting methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) by SellerSellers; G. Revaluation by Seller Sellers of any of the Assets or the BusinessAssets; H. Increase in the salary or other compensation payable, or to become payable, by Sellers to any of its employees, or any declaration, payment, commitment, or obligation of any kind for the payment by Sellers of a bonus or other additional salary or compensation to any such person; I. Hiring or promoting any person or hiring or promoting any employee except to fill a vacancy in the ordinary course of business; J. Adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant of Sellers, (ii) Benefit Plan, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; K. Acquisition or disposition of any of the Assets, except in the Ordinary Course ordinary course of Businessbusiness; I. L. Amendment or termination of any Contract contract, agreement, or license to which Seller Sellers is a party, except in the Ordinary Course ordinary course of Businessbusiness; J. M. Loan by Seller Sellers to any Personperson or entity, or guaranty by Seller Sellers of any loan; K. loan which may any in any way affect the Assets; N. Mortgage, pledge, security interest, lien, or other Encumbrance encumbrance of any of the Assets or the BusinessAssets; L. Other event or condition of any character that has or might have an adverse effect on the Assets, the Business, or the financial condition, operations, or prospects of Seller; M. Incurrence of any liability or obligation (whether absolute, accrued, or contingent) affecting the Seller; N. Distribution on account of any class of stock or other equity security, including, without limitation, any dividend or redemption; O. Payment (except in the Ordinary Course of Business) or an increase by Seller of any bonuses, salaries, or other compensation to Selling Principal (or any of his family members) or any shareholder, director, officer, equity owner, agent, or employee of Seller or entry into any employment, severance, or similar Contract with Selling Principal (or any of his family members) or any shareholder, director, officer, equity owner, agent, or employee of Seller; and P. Agreement by Seller to do any of the things described in the preceding Subsections A through O, inclusive.

Absence of Specified Changes. From June 30Except as set forth on Schedule 7.3, 2012with respect to the Business, since the Stub Period Date there has not been any: A. a. Transaction by Seller not in the ordinary course of business, including any payment of any obligation in excess of $50,000; b. any satisfaction or discharge of any claim in excess of $50,000 by Seller, except in the Ordinary Course ordinary course of Businessbusiness; B. c. Capital expenditures by Seller expenditure in the Business exceeding $10,000100,000; C. d. Adverse change in the Assets, the Business, the financial condition, liabilities, operationsassets, business, or prospects operating results of Sellerthe Business; D. e. Destruction, damage to, or loss of any assets of the Assets Business (whether or not covered by insurance) that adversely affects the Assets or the assets, financial condition, business, operations, business or prospects operating results of Sellerthe Business; E. Loss of employees, suppliers, or customers f. Labor trouble or other event or condition of any character adversely affecting the Assets, the Business, or the financial condition, operationsbusiness, or prospects assets of Sellerthe Business; F. g. Change in accounting methods or practices (including, without limitation, any change in depreciation or amortization policies or ratesrates and changes in accrual policies) by Seller; G. h. Revaluation by Seller of any of the Assets or the BusinessAssets; H. Acquisition i. Increase in the salary or disposition other compensation or benefits payable or to become payable by Seller to any of the Subject Employees other than regularly scheduled increases in the ordinary course of business, or an increase in any benefits applicable to such individual; j. Sale or transfer of any asset of Seller in the nature of the Assets, except in the Ordinary Course ordinary course of Businessbusiness and except for the Equipment transfers between the Seller and Seller's Parent described in Schedule 1.3 to this Agreement; I. Amendment k. Execution, creation, amendment, nonrenewal or termination of any Contract contract, agreement or license to which Seller is a party, except in the Ordinary Course ordinary course of Businessbusiness; J. l. Loan or advance by Seller to any Personperson or entity, or guaranty by Seller of any loanloan or advance; K. Mortgagem. Waiver or release of any right or claim of Seller of debt owed to Seller in the Business, except in the ordinary course of business; n. Creation or assumption by Seller of any mortgage, pledge, security interest, lieninterest or lien or other encumbrance on any asset of Seller; o. Any receipt by Seller of notice of any loss of, or other Encumbrance material order cancellation by, any major customers of any of the Assets or Seller in the Business; L. p. Other event or condition of any character that has or might reasonably have an adverse effect on the Assets, the Business, or the financial condition, operationsbusiness, assets, or prospects operating results of Seller; M. Incurrence of any liability the Business (other than events or obligation (whether absolute, accrued, or contingent) economic conditions affecting the Seller;industry in general or all similar businesses); or N. Distribution on account of any class of stock or other equity security, including, without limitation, any dividend or redemption; O. Payment (except in the Ordinary Course of Business) or an increase by Seller of any bonuses, salaries, or other compensation to Selling Principal (or any of his family members) or any shareholder, director, officer, equity owner, agent, or employee of Seller or entry into any employment, severance, or similar Contract with Selling Principal (or any of his family members) or any shareholder, director, officer, equity owner, agent, or employee of Seller; and P. q. Agreement by Seller to do any of the things described in the preceding Subsections A clauses (a) through O, inclusive(p).

Absence of Specified Changes. From June 30March 31, 2012, there has not been any: A. Transaction by Seller except in the Ordinary Course of Business; B. Capital expenditures by Seller exceeding $10,000; C. Adverse change in the Assets, the Business, the financial condition, liabilities, operations, or prospects of Seller; D. Destruction, damage to, or loss of any of the Assets (whether or not covered by insurance) that adversely affects the Assets or the financial condition, business, operations, or prospects of Seller; E. Loss of employees, suppliers, or customers or other event or condition of any character adversely affecting the Assets, the Business, or the financial condition, operations, or prospects of Seller; F. Change in accounting methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) by Seller; G. Revaluation by Seller of any of the Assets or the Business; H. Acquisition or disposition of any of the Assets, except in the Ordinary Course of Business; I. Amendment or termination of any Contract to which Seller is a party, except in the Ordinary Course of Business; J. Loan by Seller to any Person, or guaranty by Seller of any loan; K. Mortgage, pledge, security interest, lien, or other Encumbrance of any of the Assets or the Business; L. Other event or condition of any character that has or might have an adverse effect on the Assets, the Business, or the financial condition, operations, or prospects of Seller; M. Incurrence of any liability or obligation (whether absolute, accrued, or contingent) affecting the Seller; N. Distribution on account of any class of stock or other equity security, including, without limitation, any dividend or redemption; O. Payment (except in the Ordinary Course of Business) or an increase by Seller of any bonuses, salaries, or other compensation to Selling Principal (or any of his family members) or any shareholder, director, officer, equity owner, agent, or employee of Seller or entry into any employment, severance, or similar Contract with Selling Principal (or any of his family members) or any shareholder, director, officer, equity owner, agent, or employee of Seller; and P. Agreement by Seller to do any of the things described in the preceding Subsections A through O, inclusive.

Absence of Specified Changes. From June September 30, 20122011, there has not been any: A. Transaction by Seller Sellers except in the Ordinary Course ordinary course of Businessbusiness; B. Capital expenditures by Seller Sellers exceeding $10,0005,000; C. Adverse change in the Assets, the Business, the financial condition, liabilities, business, operations, or prospects of SellerSellers; D. Destruction, damage to, or loss of any of the Assets (whether or not covered by insurance) that adversely affects the Assets or the financial condition, business, operations, or prospects of SellerSellers; E. Loss of employees, suppliers, or customers or other event or condition of any character adversely affecting the Assets, the Business, or the financial condition, operationsbusiness, or prospects of SellerSellers, except as may occur in the usual course of business; F. Change in accounting methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) by SellerSellers; G. Revaluation by Seller Sellers of any of the Assets or the BusinessAssets; H. Increase in the salary or other compensation payable, or to become payable, by Sellers to any of its employees, or any declaration, payment, commitment, or obligation of any kind for the payment by Sellers of a bonus or other additional salary or compensation to any such person; I. Acquisition or disposition of any of the Assets, except in the Ordinary Course ordinary course of Businessbusiness; I. J. Amendment or termination of any Contract contract, agreement, or license to which Seller Sellers is a party, except in the Ordinary Course ordinary course of Businessbusiness; J. K. Loan by Seller Sellers to any Personperson or entity, or guaranty by Seller Sellers of any loan; K. L. Mortgage, pledge, security interest, lien, or other Encumbrance encumbrance of any of the Assets or the BusinessAssets; L. M. Waiver or release of any right or claim of Sellers, except in the ordinary course of business; N. Other event or condition of any character that has or might have an adverse effect on the Assets, the Business, or the financial condition, operationsbusiness, or prospects of SellerSellers; M. O. Incurrence of any liability or obligation (whether absolute, accrued, or contingent) affecting the SellerSellers; N. P. Distribution on account of any class of stock Members’ interest or other equity security, including, without limitation, any dividend or redemption; O. Payment (except Q. Issuance or sale of any ownership or member shares or any options, warrants or other rights to acquire any ownership interest any kind in the Ordinary Course of Business) or an increase by Seller of any bonuses, salaries, or other compensation to Selling Principal (or any of his family members) or any shareholder, director, officer, equity owner, agent, or employee of Seller or entry into any employment, severance, or similar Contract with Selling Principal (or any of his family members) or any shareholder, director, officer, equity owner, agent, or employee of SellerSellers’ businesses; and P. R. Agreement by Seller Sellers to do any of the things described in the preceding Subsections A A. through OQ., inclusive.

Absence of Specified Changes. From June 30Since the date of the Financial Statements referred to in Section 2.2, 2012(excluding any acts done by, transactions entered into by, or other events known to Buyer) to the knowledge of Selling Parties, there has not been anyany of the following changes which would affect the assets or liabilities of Subsidiary: A. (a) Transaction by Seller Subsidiary except in the Ordinary Course ordinary course of Businessbusiness as conducted on that date; B. Capital expenditures by Seller exceeding $10,000; C. Adverse (b) Material adverse change in the Assets, the Business, the financial condition, liabilities, operationsassets, business, or prospects of SellerSubsidiary; D. (c) Destruction, damage to, or loss of any asset of the Assets Subsidiary (whether or not covered by insurance) that materially and adversely affects the Assets or the financial condition, business, operations, or prospects of SellerSubsidiary; E. Loss of employees, suppliers, or customers or other (d) Other event or condition of any character materially and adversely affecting the Assets, the Business, or the financial condition, operationsbusiness, assets or prospects of SellerSubsidiary; F. (e) Change in accounting methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) by SellerCorporation or Subsidiary; G. Revaluation (f) Declaration, setting aside, or payment of a dividend or other distribution in respect to the capital stock of Subsidiary, or any direct or indirect redemption, purchase, or other acquisition by Seller Subsidiary of any of its shares of capital stock; (g) Increase in the Assets salary or other compensation payable or to become payable by Subsidiary to any of its officers, directors, or employees, or the Businessdeclaration, payment, or commitment or obligation of any kind for the payment, by Subsidiary, of a bonus or other additional salary or compensation to any such person; H. Acquisition (h) Sale or disposition transfer of any asset of the Assets, Subsidiary except in the Ordinary Course ordinary course of Businessbusiness; I. (i) Amendment or termination of any Contract contract, agreement, or license to which Seller the Subsidiary is a party, except in the Ordinary Course ordinary course of Businessbusiness; J. (j) Loan by Seller Subsidiary to any Personperson or entity, or guaranty by Seller Corporation or Subsidiary of any loan; K. (k) Mortgage, pledge, security interest, lien, or other Encumbrance encumbrance of any asset of the Assets or the BusinessSubsidiary; L. Other event (l) Waiver or condition release of any character that has right or might have an adverse effect on the Assetsclaim of Subsidiary, the Business, or the financial condition, operations, or prospects of Seller; M. Incurrence of any liability or obligation (whether absolute, accrued, or contingent) affecting the Seller; N. Distribution on account of any class of stock or other equity security, including, without limitation, any dividend or redemption; O. Payment (except in the Ordinary Course ordinary course of Businessbusiness; (m) Issuance or an increase sale by Seller Subsidiary of any bonuses, salariesshares of its capital stock of any class, or of any other compensation to Selling Principal of its securities; or (or any of his family membersn) or any shareholder, director, officer, equity owner, agent, or employee of Seller or entry into any employment, severance, or similar Contract with Selling Principal (or any of his family members) or any shareholder, director, officer, equity owner, agent, or employee of Seller; and P. Agreement by Seller Corporation or Subsidiary to do any of the things described in the preceding Subsections A clauses (a) through O, inclusive(m).

Absence of Specified Changes. From June 30, 2012Since the date of the Closing Balance Sheet, there has not been any: A. (i) Transaction by Seller the Company except in the Ordinary Course ordinary course of Businessbusiness as conducted on that date; B. (ii) Capital expenditures expenditure by Seller the Company exceeding $10,00050,000; C. Adverse change in the Assets, the Business, the financial condition, liabilities, operations, or prospects of Seller; D. (iii) Destruction, damage to, or loss of any asset of the Assets Company (whether or not covered by insurance) that materially and adversely affects the Assets or the financial condition, business, operations, or prospects of Sellerthe Company; E. Loss of employees, suppliers, or customers (iv) Labor trouble or other event or condition of any character materially and adversely affecting the Assets, the Business, or the financial condition, operationsbusiness, assets, or prospects of Sellerthe Company; F. (v) Change in accounting methods or practices (including, including without limitation, any change in depreciation or amortization policies or rates) by Sellerthe Company; G. (vi) Revaluation by Seller the Company of any of the Assets or the Businessits assets; H. Acquisition (vii) Declaration, setting aside, or disposition payment of a dividend or other distribution in respect to the capital stock of the Company, or any direct or indirect redemption, purchase, or other acquisition by the Company of any of its shares of capital stock; (viii) Increase in the Assetssalary or other compensation payable or to become payable by the Company to any of its officers, directors, agents, or independent contractors, or the declaration, payment, commitment or obligation of any kind for the payment, by the Company, of a bonus or other additional salary or compensation to any such person except to employees who are not officers, in the ordinary course of business; (ix) Sale or transfer of any asset or cancellation of any claim of the Company, except in the Ordinary Course ordinary course of Businessbusiness; I. (x) Amendment or termination of any Contract contract, agreement or license to which Seller the Company is a party, except in the Ordinary Course of Business; J. (xi) Loan by Seller the Company to any Person, person or guaranty by Seller of any loanentity; K. (xii) Mortgage, pledge, security interest, lien, or other Encumbrance encumbrance of any asset of the Assets or the BusinessCompany, except liens for taxes not yet due; L. Other event (xiii) Waiver, termination or condition release of any character that has right or might have an claim of the Company; (xiv) Material adverse effect on the Assets, the Business, or change in the financial condition, operationsbusiness, assets, or prospects of Sellerthe Company; M. Incurrence (xv) Issuance or sale by the Company of any liability or obligation (whether absolute, accruedshares of is capital stock of any class, or contingent) affecting the Seller; N. Distribution on account of any class other of its securities; or (xvi) Any commitment by the Company to issue any shares of its capital stock or other equity securitysecurities, includingor any options, without limitationrights to purchase, or securities convertible into any dividend capital stock or redemptionother equity securities of the Company; O. Payment (except in the Ordinary Course of Businessxvii) Indebtedness incurred for borrowed money or an increase by Seller of any bonuses, salariescommitment to borrow money, or other compensation any guaranty or commitment to Selling Principal guaranty the indebtedness of others entered into by the Company; (or any of his family membersxviii) or any shareholder, director, officer, equity owner, agent, or employee of Seller or entry into any employment, severance, or similar Contract with Selling Principal (or any of his family members) or any shareholder, director, officer, equity owner, agent, or employee of Seller; and P. Agreement by Seller the Company to do any of the things described in the preceding Subsections A clauses (i) through O(xvii). The Company has within the times and in the manner prescribed by law, inclusiveincluding extensions, filed and will continue to file up through the Closing Date all federal, state, local and other governmental (both domestic and foreign) tax returns and similar reports required to be filed by it, and has paid and will continue to pay up through the Closing Date all taxes shown thereon which are due and payable including, without limitation, income tax. All taxes, assessments and levies which the Company is required by law to withhold, collect or pay, including, without limitation, federal and state employee income tax withholding, have been withheld or collected and paid over to the proper governmental authorities. The provisions for taxes reflected in the Financial Statements are adequate for any and all federal, state, county, local and foreign taxes for the periods ending on the date of the statements and for all prior periods, whether or not disputed. To Seller's best knowledge, there are not any present disputes as to taxes of any nature payable by the Company.

Absence of Specified Changes. From June 30Except as set forth on SCHEDULE 6.3 hereof, 2012, since the Last Fiscal Year End there has not been any: A. (a) Transaction by Seller except in the Ordinary Course ordinary course of Business; B. business; (b) Capital expenditures expenditure or purchase commitments by Seller exceeding $10,000; C. 5,000; (c) Adverse change in the Assets, the Business, the financial condition, liabilities, operationsassets, business or prospects of Seller; D. ; (d) Destruction, damage to, or loss of any assets of the Assets Seller (whether or not covered by insurance) that materially adversely affects the Assets or the financial condition, business, operations, business or prospects of Seller;. E. Loss of employees, suppliers, or customers (e) Labor trouble or other event or condition of any character materially adversely affecting the Assets, the Business, or the financial condition, operationsbusiness, assets or prospects of Seller; F. Sellers; (f) Change in accounting methods or practices (including, without limitation, any change in depreciation or amortization policies or rates) by Seller; G. ; (g) Revaluation by Seller of any of its Assets; (h) Increase in the Assets salary or other compensation payable or to become payable by Seller to any of its officers, directors, employees, or consultants or the Business; H. Acquisition declaration, payment or disposition commitment or obligation of any kind for the payment by Seller of the Assetsa bonus or other additional salary or compensation to any such person; (i) Sale or transfer of any Asset of Seller, except in the Ordinary Course ordinary course of Businessbusiness; I. Amendment (j) Execution, creation, amendment or termination of any Contract contract, agreement or license to which Seller is a party, except in the Ordinary Course ordinary course of Business; J. business; (k) Loan by Seller to any Personperson or entity, or guaranty by Seller of any loan; K. ; (l) Waiver or release of any right or claim of Seller, except in the ordinary course of business; (m) Mortgage, pledge, security interest, lien, pledge or other Encumbrance encumbrance of any Asset of the Assets or the Business; L. Seller; (n) Other event or condition of any character that has or might reasonably have an a material adverse effect on the Assets, the Business, or the financial condition, operationsbusiness, Assets or prospects of Seller; M. Incurrence ; (o) Loss, known to Seller, of customers of third party payors resulting in a material adverse change in customers or third party payors; (p) Distributions to any liability shareholders or obligation third parties; or (whether absolute, accrued, or contingentq) affecting the Seller; N. Distribution on account of any class of stock or other equity security, including, without limitation, any dividend or redemption; O. Payment (except in the Ordinary Course of Business) or an increase by Seller of any bonuses, salaries, or other compensation to Selling Principal (or any of his family members) or any shareholder, director, officer, equity owner, agent, or employee of Seller or entry into any employment, severance, or similar Contract with Selling Principal (or any of his family members) or any shareholder, director, officer, equity owner, agent, or employee of Seller; and P. Agreement by Seller to do any of the things described in the preceding Subsections A clauses (a) through O, inclusive(p).