Common use of Absence of Unusual Transactions Clause in Contracts

Absence of Unusual Transactions. Except as disclosed in the Choom Disclosure Letter, since March 31, 2020 neither Choom nor any of its Subsidiaries has: (a) given any guarantee of any debt, liability or obligation of any person; (b) subjected, or permitted to be subjected, any of its assets to any Lien other than the Permitted Liens; (c) acquired, sold, leased or otherwise disposed of or transferred any assets, other than in the Ordinary Course; (d) made or committed to any capital expenditures, other than in the Ordinary Course; (e) declared or paid any dividend or otherwise made any distribution or other payment of any kind to any of its shareholders or any other person, or taken any corporate proceedings for that purpose; (f) redeemed, purchased or otherwise retired any of its shares or otherwise reduced its stated capital; (g) entered into or become bound by any agreement, other than in the Ordinary Course; (h) amended or terminated any agreement (except for agreements which expire by the passage of time) resulting, collectively or individually, in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom and its Subsidiaries, taken as a whole; (i) waived or released any rights which it has or had, or any debts owed to it, resulting, collectively or individually, in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom and its Subsidiaries, taken as a whole; (j) increased or modified any of the compensation payable to or to become payable by Choom or any of its Subsidiaries to any of their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance, change in control or termination pay or any increase or modification of any Employee Plans (including the granting of Choom Options) made to, for or with any of such directors, officers, employees or consultants); (k) changed any method of accounting or auditing practice; or (l) agreed or offered to do any of the things described in this Section 24.

Absence of Unusual Transactions. Except as disclosed in the Choom Disclosure Letter, since March Since December 31, 2020 2019 neither Choom Phivida nor any of its Subsidiaries has: (a) given any guarantee of any debt, liability or obligation of any person; (b) subjected, or permitted to be subjected, any of its assets to any Lien other than the Permitted Liens; (c) acquired, sold, leased or otherwise disposed of or transferred any assets, other than in the Ordinary Course; (d) made or committed to any capital expenditures, other than in the Ordinary Course; (e) declared or paid any dividend or otherwise made any distribution or other payment of any kind to any of its shareholders or any other person, or taken any corporate proceedings for that purpose; (f) redeemed, purchased or otherwise retired any of its shares or otherwise reduced its stated capital; (g) entered into or become bound by any agreement, other than in the Ordinary Course; (h) amended or terminated any agreement (except for agreements which expire by the passage of time) resulting, collectively or individually, in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom Phivida and its Subsidiaries, taken as a whole; (i) waived or released any rights which it has or had, or any debts owed to it, resulting, collectively or individually, in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom Phivida and its Subsidiaries, taken as a whole; (j) increased or modified any of the compensation payable to or to become payable by Choom Phivida or any of its Subsidiaries to any of their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance, change in control or termination pay or any increase or modification of any Employee Plans (including the granting of Choom Phivida Options) made to, for or with any of such directors, officers, employees or consultants); (k) changed any method of accounting or auditing practice; or (l) agreed or offered to do any of the things described in this Section 2422.

Absence of Unusual Transactions. Except as disclosed set forth in Section 4.1.9 of the Choom Disclosure LetterLetter or as contemplated by this Agreement, since March 31, 2020 neither Choom nor any the date of its Subsidiaries hasthe Financial Statements: (a) given neither MDS nor any guarantee Operator has increased (or offered to increase) the compensation paid or payable to the Employees or increased (or offered to increase) the benefits to which the Employees are entitled under any benefit or pension plan of such Person or created (or offered to create) any debtnew benefit or pension plan for the Employees or entered into any Contract with an Employee, liability or obligation in each case other than in the ordinary course of any personbusiness; (b) subjected, no Seller has created any Encumbrance on any of the Purchased Assets or the Replacement Contracts or suffered or permitted any such Encumbrance that has arisen on the Purchased Assets or the Replacement Contracts since that date to be subjectedremain, any of its assets to any Lien other than the Permitted LiensEncumbrances; (c) acquired, sold, leased no Operator has: (i) changed its accounting practices or otherwise disposed of or transferred policies in any assets, other than in the Ordinary Coursematerial respect; (dii) made or committed to any capital expendituresmodified, other than in the Ordinary Course; (e) declared or paid any dividend or otherwise made any distribution or other payment of any kind to any of its shareholders or any other person, or taken any corporate proceedings for that purpose; (f) redeemed, purchased or otherwise retired any of its shares or otherwise reduced its stated capital; (g) entered into or become bound by any agreement, other than in the Ordinary Course; (h) amended or terminated any agreement (except for agreements Contract to which expire by the passage of time) resultingit is or was a party, collectively or individually, in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom and its Subsidiaries, taken as a whole; (i) waived or released any rights right which it has or had, other than in the ordinary course of its business or any debts owed that has not individually or in the aggregate had or would reasonably be expected to it, resulting, collectively or individually, in have a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom and its Subsidiaries, taken as a wholeMaterial Adverse Effect; (jiii) increased incurred any material debt, liability or modified obligation for borrowed money, or incurred any of other material debt, liability or obligation, except in the compensation payable to or to become payable by Choom or any ordinary course of its Subsidiaries to any of their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance, change in control or termination pay or any increase or modification of any Employee Plans (including the granting of Choom Options) made to, for or with any of such directors, officers, employees or consultants)business; (kiv) changed nor MDS relating to the Diagnostics Business, suffered an operating loss or any method unusual or extraordinary loss, or entered into any commitment or transaction not in the ordinary course where such loss, commitment or transaction is or would be material in relation to the Purchased Assets or the Diagnostics Business; (v) except as set forth in Section 4.1.9 of accounting the Disclosure Letter, nor MDS relating to the Diagnostics Business, hired or auditing dismissed any senior Employees; (vi) except as set forth in Section 4.1.9 of the Disclosure Letter, nor MDS relating to the Diagnostics Business, directly or indirectly, engaged in any transaction, made any loan or entered into any arrangement with any officer, director, partner, shareholder, Employee (whether current or former or retired), consultant, independent contractor or agent of MDS or an Operator, except in the ordinary course and consistent with past practice; orand (lvii) except as set forth in Section 4.1.9 of the Disclosure Letter, nor MDS relating to the Diagnostics Business, deferred any capital expenditures or commitments therefor which were budgeted for in the capital expenditure budgets of the Diagnostics Business for the current fiscal year or would have been made in the ordinary course; (d) no Corporate Operator nor, to the knowledge of MDS, any Non-Controlled Corporate Operator, has issued or sold any shares, bonds or other securities of any type whatsoever; (e) no Partnership Operator nor, to the knowledge of MDS, any Non-Controlled Partnership Operator, has issued or sold any units, partnership interests or other securities of any type whatsoever; (f) neither MDS nor the Operators have authorized, agreed or offered otherwise become committed to do any of the things described matters set forth in this Section 24paragraphs (c), (d) and (e) above; and (g) to the knowledge of MDS, no Non-Controlled Operator has authorized, agreed or otherwise become committed to do any of the matters set forth in paragraphs (d) and (e) above.

Absence of Unusual Transactions. Except since June 30, 2007 and except as disclosed in the Choom Disclosure LetterStatement, since March 31, 2020 neither Choom nor any of its Subsidiaries has:Aquos has not (ai) given any guarantee of any debttransferred, liability or obligation of any person; (b) subjectedassigned, or permitted to be subjected, any of its assets to any Lien other than the Permitted Liens; (c) acquired, sold, leased sold or otherwise disposed of any Asset shown or transferred reflected in the Financial Statements or forgiven, cancelled or released any assetsdebt or claim, except in the ordinary and normal course of its business, (ii) incurred or assumed any obligation or liability (fixed or contingent), except unsecured current obligations and liabilities incurred in the ordinary and normal course of its business, (iii) issued or sold any share in its capital or any warrant, bond, debenture or other corporate security or issued, granted or delivered any right, option or other commitment for the issuance of any such or other security, (iv) discharged or satisfied any Encumbrance, or paid any obligation or liability (fixed or contingent), other than current liabilities or the current portion of long-term liabilities disclosed in the Financial Statements or current liabilities incurred since the date thereof in the ordinary and normal course of its business, (v) declared or made any payment of any dividend or other distribution in respect of any of its shares other than in the ordinary and normal course, nor purchased, redeemed, subdivided, consolidated, or reclassified any share in its capital, (vi) entered into any transaction not in the ordinary and normal course of its business, (vii) made any gift of money or of any Asset to any Person, (viii) amended or changed or taken any action to amend or change its constating documents, (ix) increased or agreed to increase the remuneration of, or paid or agreed to pay any pension, share of profits or other similar benefit to any of its directors, officer or Employees and Contractors or former directors, officers or Employees and Contractors, other than in the Ordinary Course;ordinary and normal course of its business consistent with past practice and disclosed in writing to the Purchaser, (dx) made or committed to any capital expenditures, other than in the Ordinary Course; (e) declared or paid any dividend or otherwise made any distribution or other payment of any kind to or on behalf of the Vendor or any Affiliate of the Vendor other than business related expenses, salaries and bonuses in the ordinary and normal course of its business consistent with past practice and as disclosed in the Financial Statements or in writing to the Purchaser, (xi) mortgaged, pledged, subjected to any lien, granted an option or a security interest in respect of or otherwise encumbered any of its shareholders or any other personAssets, or taken any corporate proceedings for that purpose; (f) redeemed, purchased or otherwise retired any of its shares or otherwise reduced its stated capital; (g) entered into or become bound by any agreement, other than in the Ordinary Course; (h) amended or terminated any agreement (except for agreements which expire by the passage of time) resulting, collectively or individually, in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom and its Subsidiaries, taken as a whole; (i) waived or released any rights which it has or had, or any debts owed to it, resulting, collectively or individually, in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom and its Subsidiaries, taken as a whole; (j) increased or modified any of the compensation payable to or to become payable by Choom or any of its Subsidiaries to any of their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance, change in control or termination pay or any increase or modification of any Employee Plans (including the granting of Choom Options) made to, for or with any of such directors, officers, employees or consultants); (k) changed any method of accounting or auditing practice; or (lxii) authorized or agreed or offered otherwise become committed to do any of the things described in this Section 24.foregoing,

Absence of Unusual Transactions. Except as disclosed in the Choom Disclosure Letter, since Since March 31, 2020 neither Choom nor any of its Subsidiaries has2018, and other than the transactions contemplated by the Pre-Closing Reorganization, the Corporation has not: (ai) given any guarantee transferred, assigned, sold or otherwise disposed of any debtof the assets shown or reflected in the Corporation Financial Statements or cancelled any debts or entitlements except, in each case, in the ordinary and usual course of business; (ii) made any capital expenditure or any commitment to do so individually or in the aggregate in excess of $25,000, except those capital expenditures or commitments made in the ordinary course of business; (iii) other than the Note, incurred or assumed any obligation or liability (whether accrued, absolute, contingent or otherwise) or incurred any indebtedness for borrowed money, except unsecured current obligations and liabilities incurred in the ordinary and usual course of business consistent with past practice none of which individually or in the aggregate have been materially adverse to the Business, or the results of operations, assets, financial condition or manner of conducting business; (iv) made any loan or advance, or assumed, guaranteed or otherwise become liable with respect to the liabilities or obligations of any Person; (v) discharged any secured or unsecured liability or obligation of any person; (b) subjected, or permitted Person owed to be subjected, any of its assets to any Lien other than the Permitted Liens; (c) acquired, sold, leased or otherwise disposed of or transferred any assets, other than in the Ordinary Course; (d) made or committed to any capital expenditures, other than in the Ordinary Course; (e) declared or paid any dividend or otherwise made any distribution or other payment of any kind to any of its shareholders or any other person, or taken any corporate proceedings for that purpose; (f) redeemed, purchased or otherwise retired any of its shares or otherwise reduced its stated capital; (g) entered into or become bound by any agreement, other than in the Ordinary Course; (h) amended or terminated any agreement (except for agreements which expire by the passage of time) resulting, collectively or individually, in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities Corporation (whether absolute, accrued, conditionalabsolute, contingent or otherwise), capitalization, operations or results of operations of Choom and its Subsidiaries, taken as a whole; (ivi) waived paid any obligation or released any rights which it has or had, or any debts owed to it, resulting, collectively or individually, in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities liability (whether absolute, accrued, conditionalabsolute, contingent or otherwise), capitalization, operations or results of operations of Choom ) other than liabilities included in the Corporation Financial Statements and its Subsidiaries, taken as a whole; (j) increased or modified any liabilities incurred since the date of the compensation payable to or to become payable by Choom or any Corporation Financial Statements in the ordinary and usual course of its Subsidiaries to any of their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase business and set forth in severance, change in control or termination pay or any increase or modification of any Employee Plans (including the granting of Choom Options) made to, for or with any of such directors, officers, employees or consultantsSchedule 4.14(vi); (kvii) suffered an operating loss or any extraordinary loss, waived or omitted to take any action in respect of any rights of substantial value, or entered into any commitment or transaction not in the ordinary and usual course of business where such loss, rights, commitment or transaction is or would be material in relation to the Corporation; (viii) granted any bonuses, whether monetary or otherwise, or made any general wage or salary increases in respect of any Employee other than in the ordinary course of business or materially changed the terms of employment for any Employee; (ix) made any bonus or profit sharing distribution or similar payment of any kind or directly or indirectly, declared or paid any dividends or declared or made any other payments or distributions on or in respect of any of its shares and has not directly or indirectly, purchased or otherwise acquired any of its shares; (x) increased the benefits to which Employees are entitled under any Benefit Plan or created any new Benefit Plan for any Employee; (xi) hired or dismissed any key Employees; (xii) suffered any shortage or any cessation or interruption of Inventory shipments, supplies or ordinary services; (xiii) cancelled or waived any Claims or rights other than in the ordinary course of business; (xiv) compromised or settled any litigation, proceeding or other governmental action relating to the Corporation, its assets or the Business; (xv) cancelled or reduced any of its insurance coverage; (xvi) made any change in any method of accounting practice; (xvii) written off any Account Receivable; (xviii) mortgaged, pledged, subjected to lien, granted a security interest in or auditing practiceotherwise encumbered any of its assets or property, whether tangible or intangible; or (lxix) authorized, agreed or offered otherwise become committed to do any of the things described in this Section 24foregoing.

Absence of Unusual Transactions. Except as disclosed or referred to in the Choom Energy Plus Disclosure LetterSchedule, since March December 31, 2020 neither Choom nor any no member of its Subsidiaries the Energy Plus Group has: (a) given any guarantee of any debt, liability or obligation of any personPerson; (b) subjectedsubjected any of its assets, or permitted to be subjected, any of its assets to be subjected, to any Lien Encumbrance other than the Permitted LiensEncumbrances; (c) acquired, sold, leased or otherwise disposed of or transferred any assetsassets other than, other than in the Ordinary Coursecase of Energy+, in the ordinary course of the Energy Plus Business; (d) made or committed to any capital expenditures, other than except, in the Ordinary Coursecase of Energy+, in the ordinary course of the Energy Plus Business; (e) declared or paid any dividend or otherwise made any distribution or other payment of any kind or nature to any of its shareholders or any other person, non-arm’s length Person except as set forth in Section 6.3(e) or taken any corporate proceedings for that purpose; (f) redeemed, purchased or otherwise retired any of its shares or otherwise reduced its stated capital; (g) entered into or become bound by any agreementContract, except, in the case of Energy+, in the ordinary course of the Energy Plus Business (other than in the Ordinary Coursethis Agreement); (h) modified, amended or terminated any agreement Contract (except for agreements Contracts which expire by the passage of time) resulting, collectively or individually, resulting in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom and its Subsidiaries, taken as a wholeMaterial Adverse Effect; (i) waived or released any right or rights which it has or had, or any a debt or debts owed to it, it resulting, collectively or individually, in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom and its Subsidiaries, taken as a wholeMaterial Adverse Effect; (j) increased or modified any except for annual merit pay increases and incentive payments consistent with the ordinary course of the compensation payable to or to become payable by Choom or any of its Subsidiaries to any of their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance, change in control or termination pay or any increase or modification of any Employee Plans (including the granting of Choom Options) made to, for or with any of such directors, officers, employees or consultants)Energy Plus Business; (k) changed made any change in any method of accounting or auditing practicepractice (other than as disclosed in the Energy Plus Holdings Financial Statements, Energy+ Financial Statements, or the Energy Plus Solutions Financial Statements and/or in order to make its financial disclosure consistent with the financial disclosure of Energy Plus Group as regards to accrued CDM bonus or as regards to loss revenue adjustment mechanism recoveries); or (l) agreed or offered to do any of the things described in this Section 245.16.

Absence of Unusual Transactions. Except as may be disclosed by the Vendor in writing to the Purchaser between the date of this Agreement and the Closing Time and accepted by the Purchaser, since the date of the balance sheets included in the Choom Disclosure Letter, since March 31, 2020 neither Choom nor any of its Subsidiaries hasFinancial Statements RPI has not: (a) given any guarantee transferred, assigned, sold or otherwise disposed of any debt, liability of the RPI Assets or obligation cancelled any debts or claims except in each case in the Ordinary Course of any personBusiness; (b) subjectedincurred or assumed any obligation or Liability, or permitted to be subjected, any except unsecured current obligations and liabilities incurred in the Ordinary Course of its assets to any Lien other than the Permitted LiensBusiness; (c) acquiredissued or sold any shares in its capital or any warrants, soldbonds, leased debentures or otherwise disposed other corporate securities or issued, granted or delivered any right, option or other commitment for the issue of any such or transferred any assets, other than in the Ordinary Coursesecurities; (d) made discharged or committed to satisfied any capital expendituresEncumbrances, or paid any obligation or Liability, other than current liabilities disclosed in the Financial Statements or current liabilities incurred since the date thereof in the Ordinary CourseCourse of Business; (e) declared declared, made, or paid committed itself to make any payment of any dividend or otherwise made any other distribution or other payment in respect of any kind to any of its shareholders or any other personshares, nor has it purchased, redeemed, subdivided, consolidated, or taken reclassified any corporate proceedings for that purposeof its shares; (f) redeemed, purchased suffered an operating loss or otherwise retired any material extraordinary loss or entered into any material commitment or transaction not in the Ordinary Course of its shares or otherwise reduced its stated capitalBusiness; (g) entered into waived or become bound by surrendered any agreement, other than in the Ordinary Courseright of substantial value; (h) amended made any gift of money or terminated of any agreement (except for agreements which expire by of the passage of time) resulting, collectively or individually, in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom and its Subsidiaries, taken as a wholeRPI Assets to any Person; (i) waived purchased or released sold any rights which it has or had, or any debts owed to it, resulting, collectively or individually, in a material and adverse effect on of the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom and its Subsidiaries, taken as a wholeRPI Assets; (j) increased amended or modified changed or taken any of the compensation payable action to amend or to become payable by Choom change its memorandum or any of its Subsidiaries to any of their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance, change in control or termination pay or any increase or modification of any Employee Plans (including the granting of Choom Options) made to, for or with any of such directors, officers, employees or consultants)articles; (k) changed increased or agreed to increase the pay of, or paid or agreed to pay any method pension, bonus, share of accounting profits or auditing practiceother similar benefit to, any director, employee or officer or former director, employee or officer of RPI; (l) made payments of any kind to or on behalf of either of the Vendor or any Affiliate or associate of the Vendor, nor under any management agreement with the Company or RPI save and except business related expenses and salaries in the Ordinary Course of Business and at the regular rates payable to them; (m) mortgaged, pledged, subjected to any lien, granted an option or a security interest in respect of or otherwise encumbered any of the RPI Assets; or (ln) authorized or agreed or offered otherwise have become committed to do any of the things described in this Section 24foregoing.

Absence of Unusual Transactions. Except as set forth in Schedule 4.1(aa) or as specifically disclosed in the Choom Disclosure LetterInterim Financial Statements, since March 31September 30, 2020 neither Choom nor any of its Subsidiaries 2010 and except as expressly permitted herein no Target Company has: (ai) given any guarantee of any debttransferred, liability or obligation of any person; (b) subjected, or permitted to be subjected, any of its assets to any Lien other than the Permitted Liens; (c) acquiredassigned, sold, leased licensed, abandoned or otherwise disposed of any of its Assets or transferred cancelled or forgiven any assetsdebts or claims other than in the ordinary course of business, and with respect to Intellectual Property, non-exclusive licenses or sublicenses granted in the ordinary course of business; (ii) settled any liability, Claim or appeal pending against it or against any of its Assets, other than in the Ordinary Courseordinary course of business; (diii) except in the ordinary course of business, discharged or satisfied any Encumbrance or paid any obligation or liability (fixed or contingent); (iv) waived or omitted to take any action in respect of any rights of substantial value if the loss of such right would be material in relation to the Assets or the Business or entered into any commitment or transaction if such commitment or transaction is or would be material in relation to the Assets or the Business; (v) made or authorized any payment or loan to or borrowed any monies or otherwise became indebted to its officers, former officers, directors, former directors, shareholders, former shareholders, Employees or former Employees, or to any other Person not dealing at arm’s length (as such term is defined in the Tax Act) with any of the foregoing (excluding salaries and other remuneration, reimbursement of properly incurred disbursements and payments under insurance policies); (vi) made or committed to make any single Capital Expenditure in respect of a single capital expenditures, other than asset exceeding $10,000 or Capital Expenditures in the Ordinary Courseaggregate in excess of $25,000; (evii) declared created any Encumbrance other than Permitted Encumbrances on any of its material Assets or suffered or permitted any such Encumbrance that has arisen on the material Assets since that date to remain; (viii) amended its articles or by-laws or similar document adopted or filed in connection with its creation, formation or organization; (ix) directly or indirectly, declared, set aside for payment or paid any dividend or otherwise made any distribution or other payment or distribution on or in respect of any kind to any of its shareholders shares (other than by a Target Subsidiary to Target or any other person, or taken any corporate proceedings for that purposea wholly owned Subsidiary of Target); (fx) redeemed, purchased purchased, retired or otherwise retired acquired, directly or indirectly, any of its shares; (xi) issued or sold any shares, bonds or other securities or issued, sold or granted any option, warrant or right to purchase any of its shares or other securities or issued any security convertible into its shares, granted any registration rights or otherwise reduced made any change to its stated authorized or issued share capital; (gxii) disposed of or revalued any of the assets reflected on the balance sheet forming part of the most recent Annual Financial Statements, except sales of assets in the ordinary course of business; (xiii) suffered any extraordinary loss; (xiv) mortgaged, pledged, granted a security interest in or otherwise created an Encumbrance on any of its Assets, except in the ordinary course of business and in amounts which, individually and in the aggregate are not material to its financial condition, or to the operation of the Business; (xv) entered into any Contract or any other transaction that was not in the ordinary course of business; (xvi) terminated, cancelled, modified or amended in any material respect or received notice or a request for termination, cancellation, modification or amendment of any Material Contract or taken or failed to take any action that would entitle any party to a Material Contract to terminate, modify, cancel or amend any Material Contract; (xvii) cancelled or waived any debt, claim or other right with a value to it in excess of $25,000; (xviii) except in the ordinary course of business, incurred any indebtedness for borrowed money to any other Person or incurred any other liability or obligation to any other Person which is required to be classified as a liability on the liability side of a balance sheet in accordance with IFRS; (xix) given or agreed to give or become a party to or bound by any agreementguarantee, surety or indemnity in respect of Indebtedness or other than in the Ordinary Courseobligations or liabilities of any other Person or become a party to any other commitment by which it is, or is contingently, responsible for such indebtedness or other liability or obligation; (hxx) amended completed an acquisition, directly or terminated any agreement indirectly (except for agreements which expire including by the passage way of time) resultingbulk reinsurance, collectively amalgamation, merger, consolidation or individually, in a material and adverse effect on the business, condition (financial acquisition of shares or otherwiseassets), properties, of any Person or any division thereof or material portion of the assets (tangible thereof or intangible), liabilities (whether absolute, accrued, conditional, contingent entered into any binding letter of intent or otherwise), capitalization, operations or results of operations of Choom and its Subsidiaries, taken as a wholemade any other binding commitment in relation to such an acquisition; (ixxi) waived increased the benefits to any Employees or released former Employees or directors, officers or former directors or officers of any rights which it has or had, or Target Company under any debts owed to it, resulting, collectively or individually, in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom and its Subsidiaries, taken as a wholeEmployee Plan; (jxxii) increased liquidated, dissolved or modified any wound up or disposed of the compensation payable to all or to become payable by Choom or any substantially all of its Subsidiaries to any of their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance, change in control or termination pay or any increase or modification of any Employee Plans Assets (including the granting by way of Choom Options) made tobulk reinsurance, for whether on an indemnity or with any of such directors, officers, employees or consultantsassumption basis); (kxxiii) changed made any method material Tax election, settled or compromised any material Tax liability, filed any material amended Tax Return, entered into a material agreement in respect of accounting Taxes with any Governmental Authority, surrendered any right to claim a material Tax refund, or auditing practiceconsented to the extension or waiver of the limitation period applicable to any material Tax claim or assessment or reassessment; or (lxxiv) authorized or agreed or offered otherwise become subject to a binding commitment to do any of the things described in this Section 24foregoing.

Absence of Unusual Transactions. Except as disclosed set forth in Subsection 4.1.9 of the Choom Disclosure LetterLetter or as contemplated by this Agreement, since March 31, 2020 neither Choom nor any the date of its Subsidiaries hasthe Financial Statements: (a) given neither MDS nor any guarantee Operator has increased (or offered to increase) the compensation paid or payable to the Employees or increased (or offered to increase) the benefits to which the Employees are entitled under any benefit or pension plan of such Person or created (or offered to create) any debtnew benefit or pension plan for the Employees or entered into any Contract with an Employee, liability or obligation in each case other than in the ordinary course of any personbusiness; (b) subjectedneither MDS nor any Operator has created any Encumbrance on any of the Purchased Assets, the Replacement Contracts and the Xxx Assets or suffered or permitted any such Encumbrance that has arisen on the Purchased Assets or the Replacement Contracts since that date to be subjectedremain, any of its assets to any Lien other than the Permitted LiensEncumbrances; (c) acquired, sold, leased no Operator (excluding Xxxxxx XX and Xxxxxx XX) has: (i) changed its accounting practices or otherwise disposed of or transferred policies in any assets, other than in the Ordinary Coursematerial respect; (dii) made or committed to any capital expendituresmodified, other than in the Ordinary Course; (e) declared or paid any dividend or otherwise made any distribution or other payment of any kind to any of its shareholders or any other person, or taken any corporate proceedings for that purpose; (f) redeemed, purchased or otherwise retired any of its shares or otherwise reduced its stated capital; (g) entered into or become bound by any agreement, other than in the Ordinary Course; (h) amended or terminated any agreement (except for agreements Contract to which expire by the passage of time) resultingit is or was a party, collectively or individually, in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom and its Subsidiaries, taken as a whole; (i) waived or released any rights right which it has or had, other than in the ordinary course of its business or any debts owed that has not individually or in the aggregate had or would reasonably be expected to it, resulting, collectively or individually, in have a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom and its Subsidiaries, taken as a wholeMaterial Adverse Effect; (jiii) increased incurred any material debt, liability or modified obligation for borrowed money, or incurred any of other material debt, liability or obligation, except in the compensation payable to or to become payable by Choom or any ordinary course of its Subsidiaries to any of their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance, change in control or termination pay or any increase or modification of any Employee Plans (including the granting of Choom Options) made to, for or with any of such directors, officers, employees or consultants)business; (kiv) changed nor MDS relating to the Diagnostics Business has, suffered an operating loss or any method unusual or extraordinary loss, or entered into any commitment or transaction not in the ordinary course where such loss, commitment or transaction is or would be material in relation to the Purchased Assets or the Diagnostics Business; (v) except as set forth in Subsection 4.1.9 of accounting the Disclosure Letter, nor MDS relating to the Diagnostics Business, has hired or auditing dismissed any senior Employees; (vi) except as set forth in Subsection 4.1.9 of the Disclosure Letter, nor MDS relating to the Diagnostics Business has, directly or indirectly, engaged in any transaction, made any loan or entered into any arrangement with any officer, director, partner, shareholder, Employee (whether current or former or retired), consultant, independent contractor or agent of an Operator, except in the ordinary course and consistent with past practice; orand (lvii) except as set forth in Subsection 4.1.9 of the Disclosure Letter, nor MDS relating to the Diagnostics Business, has deferred any capital expenditures or commitments therefor which were budgeted for in the capital expenditure budgets of the Diagnostics Business for the current fiscal year or would have been made in the ordinary course; (d) no Corporate Operator nor, to the knowledge of MDS, any Non-Controlled Corporate Operator, has issued or sold any shares, bonds or other securities of any type whatsoever; (e) no Partnership Operator nor, to the knowledge of MDS, any Non-Controlled Other Operator, has issued or sold any units, partnership interests or other securities of any type whatsoever; (f) neither MDS nor the Operators have authorized, agreed or offered otherwise become committed to do any of the things described matters set forth in this Section 24paragraphs (c), (d) and (e) above; and (g) to the knowledge of MDS, no Non-Controlled Operator has authorized, agreed or otherwise become committed to do any of the matters set forth in paragraphs (d) and (e) above.

Absence of Unusual Transactions. Except as disclosed in Since April 26, 2004, the Choom Disclosure Letter, since March 31, 2020 neither Choom nor any of its Subsidiaries hasCompany has not: (a) given any guarantee transferred, assigned, sold or otherwise disposed of any debt, liability of the assets used in the Business of the Company or obligation cancelled any debts or claims except in each case in the ordinary and usual course of any personthe Business of the Company; (b) subjectedincurred or assumed any obligation or liability (fixed or contingent), or permitted to be subjected, any except unsecured current obligations and liabilities incurred in the ordinary and usual course of its assets to any Lien other than the Permitted LiensBusiness of the Company; (c) acquiredissued or sold any shares in its capital or any warrants, soldbonds, leased debentures or otherwise disposed other corporate securities or issued, granted or delivered any right, option or other commitment for the issuance of any such or transferred any assets, other than in the Ordinary Coursesecurities; (d) made discharged or committed to satisfied any capital expenditureslien or encumbrance, or paid any obligation or liability (fixed or contingent), other than current liabilities incurred since the date thereof in the Ordinary Courseordinary and usual course of the Business of the Company; (e) declared or paid made, or committed itself to make, any payment or any dividend or otherwise made any other distribution or other payment in respect of any kind to any of its shareholders shares or purchased or redeemed any other person, or taken any corporate proceedings for that purposeof its shares; (f) redeemedconsolidated, purchased subdivided, changed or otherwise retired reclassified any of its shares or otherwise reduced altered its stated capital; (g) suffered an operating loss or any material extraordinary loss or entered into any material commitment or become bound by any agreement, other than transaction not in the Ordinary Courseordinary and usual course of the Business of the Company; (h) amended waived or terminated surrendered any agreement (except for agreements which expire by the passage right of time) resulting, collectively or individually, in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom and its Subsidiaries, taken as a wholesubstantial value; (i) waived made any gift of money or released of any rights which it has property or had, or assets to any debts owed to it, resulting, collectively or individually, in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom and its Subsidiaries, taken as a wholePerson; (j) increased purchased or modified sold any of the compensation payable to or to become payable by Choom or any of its Subsidiaries to any of their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase fixed assets other than those set forth in severance, change in control or termination pay or any increase or modification of any Employee Plans (including the granting of Choom Options) made to, for or with any of such directors, officers, employees or consultants)Schedule F; (k) amended or changed or taken any method action to amend or change its memorandum or articles; (l) increased or agreed to increase the pay of, or paid or agreed to pay any pension, bonus, share of accounting profits or auditing practiceother similar benefit to any director, employee or officer or former director, employee or officer of the Company; (m) made payments of any kind to or on behalf of any of the Vendor or any affiliate or associate of any of the Vendor or under any management agreement with the Company save and except business related expenses and salaries in the ordinary and usual course of the Business of the Company and at the regular rates payable to them; (n) mortgaged, pledged, subjected to lien, granted a security interest in or otherwise encumbered any of its assets or property, whether tangible or intangible; or (lo) authorized or agreed or offered otherwise become committed to do any of the things described in this Section 24foregoing.

Absence of Unusual Transactions. Except as disclosed Since the date of the Balance Sheet, in respect of the Choom Disclosure LetterBusiness, since March 31, 2020 neither Choom nor any of its Subsidiaries hasthe Vendor has not: (a) given any guarantee transferred, assigned, sold or otherwise disposed of any debtof the assets shown or reflected in the Balance Sheet or cancelled any debts or entitlements except, liability or obligation in each case, in the ordinary and usual course of any personbusiness; (b) subjectedincurred or assumed any obligation or liability (fixed or contingent), or permitted to be subjected, any except those listed in Schedule 5.1.15 and except unsecured current obligations and liabilities incurred in the ordinary and usual course of its assets to any Lien other than the Permitted Liensbusiness; (c) acquireddischarged or satisfied any lien or encumbrance, sold, leased or otherwise disposed of paid any obligation or transferred any assets, liability (fixed or contingent) other than liabilities included in the Ordinary CourseBalance Sheet and liabilities incurred since the date of the Balance Sheet in the ordinary and usual course of business; (d) made suffered an operating loss or committed any extraordinary loss, waived or omitted to take any capital expendituresaction in respect of any rights of substantial value, other than or entered into any commitment or transaction not in the Ordinary Courseordinary and usual course of business where such loss, rights, commitment or transaction is or would be material in relation to the Purchased Assets or the Business; (e) declared granted any bonuses, whether monetary or paid any dividend otherwise, or otherwise made any distribution general wage or other payment salary increases in respect of any kind to any of its shareholders or any other personpersonnel which it employs in the Business, or taken changed the terms of employment for any corporate proceedings for that purposeemployee except in the ordinary course of business and consistent with past practice; (f) redeemed, purchased hired or otherwise retired dismissed any of its shares or otherwise reduced its stated capitalsenior employees; (g) entered into or become bound by any agreement, other than except as disclosed in the Ordinary Course;Schedule 1.1.44, mortgaged, pledged, subjected to lien, granted a security interest in or otherwise encumbered any of its assets or property, whether tangible or intangible; or (h) amended or terminated any agreement (except for agreements which expire by the passage of time) resultingauthorized, collectively or individually, in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom and its Subsidiaries, taken as a whole; (i) waived or released any rights which it has or had, or any debts owed to it, resulting, collectively or individually, in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom and its Subsidiaries, taken as a whole; (j) increased or modified any of the compensation payable to or to become payable by Choom or any of its Subsidiaries to any of their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance, change in control or termination pay or any increase or modification of any Employee Plans (including the granting of Choom Options) made to, for or with any of such directors, officers, employees or consultants); (k) changed any method of accounting or auditing practice; or (l) agreed or offered otherwise become committed to do any of the things described in this Section 24foregoing.

Absence of Unusual Transactions. Except as disclosed in the Choom Disclosure Letter, since March Since December 31, 2020 2006, neither Choom the Corporation nor any of its Subsidiaries DGP has: (ai) given any guarantee transferred, assigned, sold or otherwise disposed of any debt, liability of the assets shown in the Balance Sheet or obligation cancelled any debts or claims except in each case in the ordinary and normal course of any personbusiness or as disclosed in Schedule 4.1(p)(i); (bii) subjectedincurred or assumed any obligation or liability (direct or contingent), except those listed in Schedule 4.1(i) and except unsecured current obligations and liabilities incurred in the ordinary and normal course of business; (iii) discharged or satisfied any lien or encumbrance, or permitted paid any obligation or liability (fixed or contingent) other than liabilities included in the Balance Sheet and liabilities incurred since the date thereof in the ordinary and normal course of business; (iv) declared or made any payment of any dividend or other distribution in respect of any shares in its capital or purchased or redeemed any such shares thereof, including, without limitation, any Common Shares, or effected any subdivision, consolidation or reclassification of any such shares or repaid in full or in part any shareholder loans; (v) suffered an operating loss or any extraordinary loss, or waived any rights of substantial value, or entered into any commitment or transaction not in the ordinary and normal course of business where such loss, rights, commitment or transaction is or would be material in relation to be subjectedthe Corporation or DGP; (vi) qualified, amended or changed or taken any action to amend or change its constating documents or by-laws; (vii) made any general wage or salary increases or in respect of personnel which it employs; (viii) except as disclosed in Schedule 4.1(p)(viii), mortgaged, pledged, subjected to lien, granted a security interest in or otherwise encumbered any of its assets to any Lien other than the Permitted Liensor property, whether tangible or intangible; (cix) acquired, sold, leased paid or otherwise disposed become liable for any management fee or any other fee or charge whatsoever to the Vendors or any Person who is an associate of the Vendors or transferred paid or agreed to pay any assets, other than in the Ordinary Coursebonus or like payment to any Person; (dx) made loaned or committed agreed to lend money to any capital expenditures, other than in the Ordinary Course; (e) declared or paid any dividend or otherwise made any distribution or other payment of any kind to any of its shareholders or any other person, or taken any corporate proceedings for that purpose; (f) redeemed, purchased or otherwise retired any of its shares or otherwise reduced its stated capital; (g) entered into or become bound by any agreement, other than in the Ordinary Course; (h) amended or terminated any agreement (except for agreements which expire by the passage of time) resulting, collectively or individually, in Person including a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom and its Subsidiaries, taken as a whole; (i) waived or released any rights which it has or had, or any debts owed to it, resulting, collectively or individually, in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom and its Subsidiaries, taken as a whole; (j) increased or modified any of the compensation payable to or to become payable by Choom or any of its Subsidiaries to any of their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance, change in control or termination pay or any increase or modification of any Employee Plans (including the granting of Choom Options) made to, for or with any of such directors, officers, employees or consultants); (k) changed any method of accounting or auditing practiceshareholder; or (lxi) authorized or agreed or offered otherwise become committed to do any of the things described in this Section 24foregoing.

Absence of Unusual Transactions. Except Since September 30, 2003, except as set forth in Schedule 2.11, the Company has not: (i) except as disclosed in the Choom Disclosure LetterFinancial Statements suffered an operating loss or any extraordinary loss, since March 31or waived any rights of substantial value, 2020 neither Choom nor or entered into any commitment or transaction not in the ordinary course of business where such loss, rights, commitment or transaction is or would be material in relation to the Company or the business, as the case may be; (ii) mortgaged, pledged, subjected to lien, granted a security interest in or otherwise encumbered any of the Company’s assets; (iii) entered into any lease or sublease of real property or exercised any purchase options or rights of first refusal contained in any of the leases, or terminated, surrendered, canceled or assigned any of its Subsidiaries has:properties demised under the leases, or any part thereof; (aiv) given any guarantee written down the value of any debtassets (including write-downs by reason of shrinkage or xxxx-down), liability other than depreciation in the ordinary course of business, consistent with past practices and in accordance with U.S. generally accepted accounting principles; (v) cancelled any material debts or obligation waived any claims or rights other than in the ordinary course of business; (vi) sold, transferred, or otherwise disposed of any properties or assets other than in the ordinary course of business; (vii) disposed of or permitted to lapse any rights to the use of any of its intellectual property or disposed of or disclosed to any person any trade secret, formula, process or know-how not thereto for a matter of public knowledge other than disclosures to third parties made in the ordinary course of business; (viii) granted any increase in the compensation of officers or employees (including any such increase pursuant to any bonus, pension, profit sharing or other plan or commitment) or any increases in the compensation payable or to become payable to any officer or employee, except for increases granted in the ordinary course of business consistent with past practices, or entered into or amended any employment, consulting or similar agreement or made any agreement or commitment to pay any severance or similar compensation; (ix) accepted any resignation or termination of employment of any director, officer or key employee of the Company, nor does the Company have any knowledge of the impending resignation or termination of employment of any such person; (bx) subjectedmade any single capital expenditure or commitment in excess of $25,000 for additions to property, plant, equipment or permitted intangible capital assets or made aggregate capital expenditures and commitments in excess of $25,000 for additions to be subjectedproperty, any of its assets to any Lien other than the Permitted Liensplant, equipment or intangible capital assets; (cxi) acquireddeclared, sold, leased paid or otherwise disposed of or transferred any assets, other than in the Ordinary Course; (d) made or committed to any capital expenditures, other than in the Ordinary Course; (e) declared or paid set aside for payment any dividend or otherwise made any other distribution or other payment of any kind to any in respect of its shareholders equity securities or any other person, or taken any corporate proceedings for that purpose; (f) redeemed, purchased or otherwise retired acquired, or offered, sold or issued, directly or indirectly, any equity or other securities of the Company (including options, warrants or rights to acquire securities), or merged or consolidated with any person, or adopted any plan of liquidation or dissolution or other reorganization, or acquired the stock, assets or business of any other person; (xii) paid, distributed, loaned or advanced any amount to, or sold, transferred or leased any properties or assets (real, personal or mixed, tangible or intangible) to, or entered into any agreement or arrangement with, any of its shares stockholders, or otherwise reduced any officers or directors of the Company or any of its stated capitalstockholders, or any other “affiliate” of the Company or any of its stockholders or any of their respective officers or directors, or any “associate” (as such terms are defined in Rule 405 under the Securities Act) of any of the foregoing persons; (gxiii) entered into any settlement for Tax purposes (or become bound by had any agreement, other than in the Ordinary Coursesuch settlement made on its behalf); (hxiv) amended incurred any liabilities or terminated any agreement obligations (except for agreements which expire by the passage of time) resulting, collectively or individually, in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditionalcontingent or otherwise, including by way of surety or guaranty) for the borrowing of money or the payment of money other than payment liabilities incurred in the ordinary course of business consistent with past practices; (xv) paid, discharged or satisfied any claim, liabilities or obligations (absolute, accrued, contingent or otherwise)) other than payment, capitalizationdischarge or satisfaction in the ordinary course of business consistent, operations or results of operations of Choom and its Subsidiarieswhere applicable, taken as a wholewith past practices; (ixvi) waived authorized or released any rights which it has or had, or any debts owed to it, resulting, collectively or individually, in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom and its Subsidiaries, taken as a whole; (j) increased or modified any of the compensation payable to or to become payable by Choom or any of its Subsidiaries to any of their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance, change in control or termination pay or any increase or modification of any Employee Plans (including the granting of Choom Options) made to, for or with any of such directors, officers, employees or consultants); (k) changed any method of accounting or auditing practice; or (l) agreed or offered otherwise become committed to do any of the things described foregoing; or (xvii) made a change in this Section 24the accounting methods, practices or policies of the Company, other than in accordance with generally accepted accounting principles.

Absence of Unusual Transactions. Except as disclosed in Since the Choom Disclosure Letter, since March 31, 2020 neither Choom nor any date of its Subsidiaries hasthe Balance Sheet the Company has not: (a1) given any guarantee transferred, assigned, sold or otherwise disposed of any debtof the assets shown in the Balance Sheet or cancelled any debts or claims except, liability or obligation in each case, in the ordinary and usual course of any personbusiness; (b2) subjectedincurred or assumed any obligation or liability (fixed or contingent), except unsecured current obligations and liabilities incurred in the ordinary and usual course of business; (3) issued or sold any shares in its capital or any warrants, bonds, debentures or other corporate securities of the Company or issued, granted or delivered any right, option or other commitment for the issuance of any such securities; (4) discharged or satisfied any lien or encumbrance, or permitted paid any obligation or liability (fixed or contingent) other than liabilities included in the Balance Sheet and liabilities incurred since the date of the Balance Sheet in the ordinary and usual course of business; (5) declared or made any payment of any dividend or other distribution in respect of any shares in its capital or purchased or redeemed any such shares thereof or effected any subdivision, consolidation or reclassification of any such shares; (6) suffered an operating loss or any extraordinary loss, waived or omitted to take any action in respect of any rights of substantial value, or entered into any commitment or transaction not in the ordinary and usual course of business where such loss, rights, commitment or transaction is or would be subjectedmaterial in relation to the Company; (7) amended or changed or taken any action to amend or change its articles or by-laws; (8) except as described in SCHEDULE 3.13(8), granted any bonuses, whether monetary or otherwise, or made any general wage or salary increases in respect of personnel which it employs; (9) mortgaged, pledged, subjected to lien, granted a security interest in or otherwise encumbered any of its assets to any Lien other than the Permitted Liens; (c) acquiredor property, sold, leased or otherwise disposed of or transferred any assets, other than in the Ordinary Course; (d) made or committed to any capital expenditures, other than in the Ordinary Course; (e) declared or paid any dividend or otherwise made any distribution or other payment of any kind to any of its shareholders or any other person, or taken any corporate proceedings for that purpose; (f) redeemed, purchased or otherwise retired any of its shares or otherwise reduced its stated capital; (g) entered into or become bound by any agreement, other than in the Ordinary Course; (h) amended or terminated any agreement (except for agreements which expire by the passage of time) resulting, collectively or individually, in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (whether tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom and its Subsidiaries, taken as a whole; (i) waived or released any rights which it has or had, or any debts owed to it, resulting, collectively or individually, in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom and its Subsidiaries, taken as a whole; (j) increased or modified any of the compensation payable to or to become payable by Choom or any of its Subsidiaries to any of their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance, change in control or termination pay or any increase or modification of any Employee Plans (including the granting of Choom Options) made to, for or with any of such directors, officers, employees or consultants); (k) changed any method of accounting or auditing practice; or (l10) authorized, agreed or offered otherwise become committed to do any of the things described in this Section 24foregoing.

Absence of Unusual Transactions. Except as disclosed in Since the Choom Disclosure LetterJoint Venture Sale Date, since March 31, 2020 neither Choom nor any of its Subsidiaries hasthe Company has not: (a) given any guarantee transferred, assigned, sold or otherwise disposed of any debt, liability of the Assets or obligation of cancelled any personindebtedness or claims; (b) subjected, incurred or permitted to be subjected, assumed any of its assets to any Lien other than the Permitted Liensindebtedness (fixed or contingent); (c) acquiredother than in the ordinary course of business, soldincurred or assumed any liability or obligation (fixed or contingent); (d) settled any liability, leased claim, dispute, proceeding, suit or otherwise disposed appeal pending against it or against any of the Assets; (e) other than in the ordinary course of business, discharged or transferred satisfied any assetsEncumbrance, or paid any obligation or liability (fixed or contingent); (f) made any material change with respect to any method of management, operation or accounting; (g) waived, or omitted to take any action in respect of, any rights of substantial value or entered into any commitment or transaction if such waiver, loss of rights, commitment or transaction is or would be material in relation to the Assets; (h) created any Encumbrance on any of the Assets or suffered or permitted any such Encumbrance that has arisen on the Assets since that date to remain; (i) modified, amended or terminated any Contract, agreement or arrangement to which it is or was a party, or waived or released any right which it has or had, other than in the Ordinary Courseordinary course of business; (dj) made issued or committed to sold any capital expendituressecurities or any bonds, debentures or other than in securities, or issued, granted or delivered any right, option or other commitment for the Ordinary Courseissuance of any such securities; (ek) declared or paid any dividend or otherwise made any other distribution or other payment in respect of any kind to securities of the Company or purchased or redeemed any securities of its shareholders or any other person, or taken any corporate proceedings for that purposethe Company; (fl) redeemedexcept as may relate to carrying out the Definitive Feasibility Study, purchased or otherwise retired any of its shares or otherwise reduced its stated capital; (g) entered into or become bound by any agreementcontract, other than in the Ordinary Courseagreement or arrangement, written or oral; (hm) modified, amended or terminated any agreement (except for agreements Contract or arrangement to which expire by the passage of time) resultingit is or was a party, collectively or individually, in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom and its Subsidiaries, taken as a whole; (i) waived or released any rights right which it has or had, or any debts owed to it, resulting, collectively or individually, other than in a material and adverse effect on the ordinary course of business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom and its Subsidiaries, taken as a whole; (jn) increased or modified any of suffered a Material Adverse Change in the compensation payable to or to become payable by Choom or any of its Subsidiaries to any of their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance, change in control or termination pay or any increase or modification of any Employee Plans (including period between the granting of Choom Options) made to, for or with any of such directors, officers, employees or consultants); (k) changed any method of accounting or auditing practiceJoint Venture Sale Date and the Signature Date; or (lo) authorized or agreed or offered otherwise become committed to do any of the things described in this Section 24foregoing.

Absence of Unusual Transactions. Except Since the Bring-Down Date, except as disclosed in Schedule 3.1.13, Schedule 3.1.30 (in respect of (j) only), Schedule 3.1.23 (in respect of (o) only) or pursuant to the Choom Disclosure LetterPre-Closing Reorganization, and since March 31the Effective Time without such exceptions, 2020 neither Choom nor any of its Subsidiaries no Bioriginal Group Company has: (a) given any guarantee transferred, assigned, sold or otherwise disposed of any debt, liability of the Assets or obligation cancelled any Debt or claims except for Inventory disposed of any personin the ordinary course of business; (b) subjectedincurred or assumed any Debt, obligation or permitted to be subjected, any of its assets to any Lien Liability (fixed or contingent) other than Debt, obligations and Liabilities included in the Permitted LiensFinancial Statements or refinanced or re-characterized any Debt, Current Liability, obligation or Liability, and obligations and Liabilities incurred since the Bring-Down Date in the ordinary course of business which are not, individually or in the aggregate, material to such Bioriginal Group Company; (c) acquiredsettled any Liability, soldclaim, leased dispute, proceeding, suit or otherwise disposed appeal pending against it or against any of the Assets; (d) discharged or transferred satisfied any assetsEncumbrance, or paid any obligation or Liability (fixed or contingent), other than Liabilities included in the Financial Statements and Liabilities incurred since the Bring-Down Date that have been discharged, satisfied or paid in the ordinary course of business; (e) suffered an operating loss or any extraordinary loss; (f) made any material change in the method of billing customers or the credit terms made available to customers or made any material changes to its sales, management, collection or credit granting practices; (g) made any material change with respect to any method of management operation or accounting in respect of the Business; (h) waived, or omitted to take any action in respect of, any rights of substantial value or entered into any commitment or transaction if such waiver, loss of rights, commitment or transaction is or would be material in relation to the Assets or the Business; (i) hired or dismissed any Employee (or, in the case of the period prior to the Effective Time only, any Employee whose annual salary exceeds $100,000); (j) increased the compensation paid or payable to any of its Employees or increased the benefits to which such Employees are entitled under any Benefit Plan or created any new Benefit Plan for any of such Employees or Former Employees; (k) created any Encumbrance on any of the Assets or suffered or permitted any such Encumbrance that has arisen on the Assets since that date to remain; (l) modified, amended or terminated any Contract, agreement or arrangement to which it is or was a party, or waived or released any right which it has or had, other than in the Ordinary Courseordinary course of business; (dm) made issued or committed to sold any capital expendituresBioriginal Group Securities or any bonds, debentures or other than in securities, or issued, granted or delivered any right, option or other commitment for the Ordinary Courseissuance of any such securities; (en) declared or paid any dividend or otherwise made any other distribution or other payment in respect of any kind to Bioriginal Group Securities or purchased or redeemed any of its shareholders or any other person, or taken any corporate proceedings for that purposeBioriginal Group Securities; (f) redeemed, purchased or otherwise retired any of its shares or otherwise reduced its stated capital; (go) entered into or become bound by any agreementContract in effect as of the date of this Agreement which is outside of the ordinary course of business (or, other than in the Ordinary Course; (h) amended or terminated any agreement (except for agreements case of the period prior to the Effective Time only, which expire may result in the payment of money by the passage Bioriginal Group of timean amount in excess of $1,000,000 with respect to all transactions/or whose term is greater than five (5) resulting, collectively or individually, in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom and its Subsidiaries, taken as a whole; (i) waived or released any rights which it has or had, or any debts owed to it, resulting, collectively or individually, in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom and its Subsidiaries, taken as a whole; (j) increased or modified any of the compensation payable to or to become payable by Choom or any of its Subsidiaries to any of their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance, change in control or termination pay or any increase or modification of any Employee Plans (including the granting of Choom Options) made to, for or with any of such directors, officers, employees or consultantsyears); (kp) changed any method of accounting or auditing practicesuffered a Material Adverse Change; or (lq) authorized or agreed or offered otherwise become committed to do any of the things described in this Section 24foregoing.

Absence of Unusual Transactions. Except as disclosed on Schedule 3.25, since the end of the period covered by the Unaudited Financial Statements, the Company has carried on the Business in the Choom Disclosure Letter, since March 31, 2020 neither Choom nor ordinary course and has not done any of its Subsidiaries hasthe following, which, individually or in the aggregate, has or would have a Material Adverse Effect: (a) given any guarantee transferred, assigned, sold or otherwise disposed of any debtof the assets shown or reflected in the Unaudited Financial Statements or cancelled any debts or entitlements except, liability or obligation in each case, in the ordinary and usual course of any personbusiness; (b) subjectedexcept as set forth in Section 3.25, discharged or satisfied any Encumbrance, or permitted to be subjected, paid any of its assets to any Lien obligation or liability (fixed or contingent) other than liabilities included in the Permitted LiensUnaudited Financial Statements and liabilities incurred since the end of the period covered by the Unaudited Financial Statements in the ordinary and usual course of business; (c) acquiredsuffered an operating loss or any extraordinary loss, soldwaived or omitted to take any action in respect of any rights of substantial value, leased or otherwise disposed of entered into any commitment or transferred any assets, other than transaction not in the Ordinary Courseordinary and usual course of business; (d) granted any bonuses, whether monetary or otherwise, or made any general wage or committed to salary increases in respect of Employees, executive officers or other supervisory personnel of the Company, or changed the terms of employment for any capital expendituresEmployee or amended, other than modified or changed any Pension/Benefit Plans, except in the Ordinary Courseordinary course of business and consistent with past practice; (e) declared hired or paid dismissed any dividend or otherwise made any distribution or other payment of any kind to any of its shareholders or any other person, or taken any corporate proceedings for that purposesenior Employees; (f) redeemedmortgaged, purchased pledged, subjected to Encumbrance, granted a security interest in or otherwise retired encumbered any of its shares assets or otherwise reduced its stated capitalproperty, whether tangible or intangible; (g) entered into directly or become bound by indirectly, declared or paid any agreementdividends or declared or made any other payments or distributions on or in respect of any of its shares and has not, other than in the Ordinary Coursedirectly or indirectly, purchased or otherwise acquired any of its shares; (h) amended suffered any change in the relations with or terminated loss of its customers or suppliers, or any agreement (except for agreements which expire by loss of business or change in the passage of time) resulting, collectively or individually, in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalizationterms offered to customers, operations or results of operations of Choom and its Subsidiaries, taken as a wholefinancial condition; (i) waived or released made any rights which it has or had, or individual capital expenditure (including any debts owed to it, resulting, collectively or individually, capital leases) in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results excess of operations of Choom and its Subsidiaries, taken as a whole$5,000; (j) increased issued or modified sold any additional shares of capital stock, options or rights to acquire capital stock or the securities of the compensation payable to or to become payable by Choom or any of its Subsidiaries to any of their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance, change in control or termination pay or any increase or modification of any Employee Plans (including the granting of Choom Options) made to, for or with any of such directors, officers, employees or consultants)Company; (k) entered into any borrowing transaction; (l) changed the terms of its relationship with any method bank, lender or creditor; (m) changed its accounting methods, practices or principles; (n) terminated or waived any rights of accounting value to the Company; (o) changed the terms of indebtedness of the Company for borrowed money, or auditing practiceexperienced any other transaction or event other than in the ordinary course of business; (p) entered into any lease of greater than 12 months, or unusual contractual purchase commitment, or other transaction, or engaged in any conduct inconsistent with past business practices; (q) adopted or amended any Pension/Benefit Plans; or (lr) authorized, agreed or offered otherwise become committed to do any of the things described in this Section 24foregoing.

Absence of Unusual Transactions. Except as disclosed or referred to in the Choom Brantford Disclosure LetterSchedule, the transfer of the Excluded Assets and repayment of the Excluded Debt, since March December 31, 2020 neither Choom nor any no member of its Subsidiaries the BEC Group has: (a) given any guarantee of any debt, liability or obligation of any personPerson; (b) subjectedsubjected any of its assets, or permitted to be subjected, any of its assets to be subjected, to any Lien Encumbrance other than the Permitted LiensEncumbrances; (c) acquired, sold, leased or otherwise disposed of or transferred any assets, assets other than in the Ordinary Courseordinary course of the BEC Business; (d) made or committed to any capital expenditures, expenditures other than in the Ordinary Courseordinary course of the BEC Business; (e) declared or paid any dividend or otherwise made any distribution or other payment of any kind or nature to any of its shareholders shareholder or any other person, non-arm’s length Person except as set forth in Section 6.3(e) or taken any corporate proceedings for that purpose; (f) redeemed, purchased or otherwise retired any of its shares or otherwise reduced its stated capital; (g) entered into or become bound by any agreement, Contract except in the ordinary course of the BEC Business (other than in the Ordinary Coursethis Agreement); (h) modified, amended or terminated any agreement Contract (except for agreements Contracts which expire by the passage of time) resulting, collectively or individually, resulting in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom and its Subsidiaries, taken as a wholeMaterial Adverse Effect; (i) waived or released any right or rights which it has or had, or any a debt or debts owed to it, it resulting, collectively or individually, in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom and its Subsidiaries, taken as a wholeMaterial Adverse Effect; (j) increased made any change in any compensation arrangement or modified agreement with any BEC Group Employee except for annual merit pay increases and incentive payments consistent with the ordinary course of the compensation payable to or to become payable by Choom or any of its Subsidiaries to any of their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance, change in control or termination pay or any increase or modification of any Employee Plans (including the granting of Choom Options) made to, for or with any of such directors, officers, employees or consultants)BEC Business; (k) changed made any change in any method of accounting or auditing practicepractice (other than as disclosed in the BEC Financial Statements, BPI Financial Statements or BHI Financial Statements and/or in order to make its financial disclosure consistent with the financial disclosure of the BEC Group as regards to accrued conservation and demand management (“CDM”) bonus or as regards to loss revenue adjustment mechanism recoveries); or (l) agreed or offered to do any of the things described in this Section 244.16.

Absence of Unusual Transactions. Except as disclosed in Schedule 3.1.12 and except for the Choom Disclosure Lettercessation of Activities contemplated by Section 3.1.32, since March December 31, 2020 neither Choom nor any of its Subsidiaries has2004 the Company has not: (a) given cancelled any guarantee debts (other than routine cancellations of customer obligations in the ordinary course of business) or claims or transferred, assigned, sold or otherwise disposed of any debt, liability or obligation Assets except for Inventory disposed of any personin the ordinary course of business; (b) subjected, incurred or permitted to be subjected, assumed any of its assets to any Lien obligation or liability (fixed or contingent) other than obligations and liabilities incurred since December 31, 2004 in the Permitted Liensordinary course of business; (c) acquiredsettled any liability, soldclaim, leased dispute, proceeding, suit or otherwise disposed appeal pending against it or against any of the Assets, other than liabilities or transferred disputes in the ordinary course of business; (d) suffered an operating loss or any assetsextraordinary loss; (e) made any material change in the method of billing customers or the credit terms made available to customers; (f) made any material change with respect to any method of management operation or accounting in respect of the Business; (g) waived or omitted to take any action in respect of any rights of material value or entered into any commitment or transaction if such loss, rights, commitment or transaction is or would be material in relation to the Assets or the Business; (h) hired or dismissed any Employee; (i) increased the compensation paid or payable to any Employee or increased the benefits to which any Employee is entitled under any Benefit Plan of any Company or created any new Benefit Plan for any Employee or created any Pension Plan for any Employee; (j) except for Permitted Encumbrances that are not individually or collectively material, created any Encumbrance on any of the Assets or suffered or permitted any such Encumbrance (other than Permitted Encumbrances that are not individually or collectively material) that has arisen on the Assets since that date to remain; (k) modified, amended or terminated any contract, agreement or arrangement (including all Contracts, Contractual Rights, the Lease and all Equipment Leases) to which it is or was a party, or waived or released any material right which it has or had, other than in the Ordinary Courseordinary course of business; (dl) made issued or committed to sold any capital expendituresor its Voting Securities, Convertible Securities, Rights or bonds, debentures or other than in securities or issued, granted or delivered any right, option or other commitment for the Ordinary Courseissuance of any such securities; (em) declared or paid any dividend or otherwise made other distribution in respect of the Shares except as contemplated in Schedule 3.1.11(b)(vi), or purchased or redeemed any distribution such shares or other payment of any kind to any of its shareholders or any other person, or taken any corporate proceedings for that purposesecurities; (f) redeemed, purchased or otherwise retired any of its shares or otherwise reduced its stated capital; (gn) entered into or become bound by any agreementcontract, other than in the Ordinary Course; (h) amended agreement or terminated any agreement (except for agreements which expire by the passage of time) resultingarrangement, collectively written or individuallyoral, in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom and its Subsidiaries, taken as a whole; that is (i) waived or released any rights which it has or hadnot in the ordinary course of business, or (ii) involves or requires the payment by such corporation of an amount in excess of $25,000 for any debts owed to itone transaction, resulting, collectively or individually, in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom and its Subsidiaries, taken as a whole; (j) increased or modified any of the compensation payable to or to become payable by Choom or any of its Subsidiaries to any of their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance, change in control or termination pay or any increase or modification of any Employee Plans (including the granting of Choom Options) made to, $45,000 for or with any of such directors, officers, employees or consultants); (k) changed any method of accounting or auditing practiceall transactions; or (lo) authorized or agreed or offered otherwise become committed to do any of the things described in this Section 24foregoing.

Absence of Unusual Transactions. Except as disclosed in the Choom Disclosure LetterKootenay Information, since March 31February 28, 2020 2019 neither Choom Kootenay nor any of its Kootenay’s Subsidiaries has: (a) given any guarantee of any debt, liability or obligation of any person; (b) subjected, or permitted to be subjected, any of its assets to any Lien other than the Permitted Liensencumbrance; (c) acquired, sold, leased or otherwise disposed of or transferred any assets, other than in the Ordinary Courseordinary course of its business; (d) made or committed to any capital expenditures, other than in the Ordinary Courseordinary course of its business; (e) declared or paid any dividend or otherwise made any distribution or other payment of any kind to any of its shareholders or any other person, or taken any corporate proceedings for that purpose; (f) redeemed, purchased or otherwise retired any of its shares or otherwise reduced its stated capital; (g) entered into or become bound by any agreement, other than in the Ordinary Courseordinary course of its business; (h) amended or terminated any agreement (except for agreements which expire by the passage of time) resulting, collectively or individually, in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom and Kootenay or any of its Subsidiaries, taken as a whole; (i) waived or released any rights which it has or had, or any debts owed to it, resulting, collectively or individually, in a material and adverse effect on the business, condition (financial or otherwise), properties, assets (tangible or intangible), liabilities (whether absolute, accrued, conditional, contingent or otherwise), capitalization, operations or results of operations of Choom Kootenay and its Subsidiaries, taken as a whole; (j) increased or modified any of the compensation payable to or to become payable by Choom or any of its Subsidiaries to any of their respective directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance, change in control or termination pay or any increase or modification of any Employee Plans (including the granting of Choom Options) made to, for or with any of such directors, officers, employees or consultants); (k) changed any method of accounting or auditing practice; or (lk) agreed or offered to do any of the things described in this Section 243.9.