Common use of Absence of Unusual Transactions Clause in Contracts

Absence of Unusual Transactions. Except as set forth on the Disclosure Schedule and except for the Transactions, since December 31, 2017 the Corporation and the Subsidiary have: 4.16.1 conducted their respective business in all material respects only in the Ordinary Course; 4.16.2 not given any guarantee of any debt, liability or obligation of any Person; 4.16.3 not subjected any of its assets, or permitted any of its assets to be subjected, to any Lien other than the Permitted Liens; 4.16.4 not acquired, sold, leased, subleased, pledged, licensed, conveyed, assigned or otherwise disposed of or transferred any assets other than in the Ordinary Course; 4.16.5 not declared any cash dividend or distribution to the Sellers or redeemed, purchased or otherwise retired any of their respective shares or otherwise reduced their respective stated capital; 4.16.6 not adopted a plan or agreement of liquidation, dissolution, restructuring, merger, amalgamation, consolidation or other reorganization; 4.16.7 not made any change in excess of $50,000 per year in any compensation arrangement or agreement with any Employee, officer, director or shareholder of the Corporation or the Subsidiary or agreed to any bonus, severance or change-of-control payment to any Employee, officer, director or shareholder of the Corporation or the Subsidiary, other than any bonus or severance payments in the Ordinary Course or any payment that will be included in the Closing Date Statement; 4.16.8 not made any material change to any Plan, other than any change required by any Law or any change arising from the annual renewal thereof in the Ordinary Course; 4.16.9 not canceled or waived any claims with a potential value in excess of $50,000, other than in the Ordinary Course; 4.16.10 not amended any material Tax Return, made or changed any material election in respect of Taxes, entered into any closing agreement, requested or received any ruling related to Taxes, settled any claim or assessment in respect of Taxes, surrendered any refund, consented to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes, or incurred any liability for Taxes outside of the Ordinary Course; 4.16.11 not changed its fiscal year; 4.16.12 not experienced a Material Adverse Effect; 4.16.13 not made any change in any method of accounting or auditing practice; or 4.16.14 not agreed or offered to do any of the things described in this Section 4.16.

Absence of Unusual Transactions. Except as set forth disclosed on the Disclosure Schedule and except for the Transactions3.1.8, since December 31, 2017 2014 the Corporation and the Subsidiary haveCompany has not: 4.16.1 conducted their respective business (1) except for sales of inventory in its Ordinary Course, made any sale, lease to any other Person, license to any other Person or other disposition of any material asset, (2) failed to preserve and maintain all of the Leased Premises in substantially the same condition as existed on December 31, 2014, ordinary wear and tear excepted, (3) erected any new improvement on any of the Leased Premises, (4) made any capital expenditure or purchased or otherwise acquired any material respects only asset (other than purchases of inventory in its Ordinary Course and capital expenditures that do not exceed $25,000.00 (individually or in the aggregate)), licensed any intangible asset from any other Person, except non-exclusive licenses in the Ordinary Course; 4.16.2 not given Course of commercially available off-the-shelf software, leased any guarantee real property from any other Person or leased any tangible personal property from any other Person, except leases of any debt, liability or obligation of any Person; 4.16.3 not subjected any of its assets, or permitted any of its assets to be subjected, to any Lien other than the Permitted Liens; 4.16.4 not acquired, sold, leased, subleased, pledged, licensed, conveyed, assigned or otherwise disposed of or transferred any assets other than tangible personal property in the Ordinary Course; 4.16.5 Course under which the payments do not declared exceed $10,000.00 (individually or in the aggregate), (5) acquired by merging with, or by purchasing a substantial portion of the stock or assets of, or by any cash dividend other manner, any business or distribution to the Sellers any Person or redeemeddivision thereof, purchased (6) disclosed any confidential, proprietary or otherwise retired any of their respective shares non-public information, except as is and was reasonably protected under a customary non-disclosure Contract or otherwise reduced their respective stated capital; 4.16.6 not (7) adopted a plan or agreement of liquidation, dissolution, merger, consolidation, statutory share exchange, restructuring, merger, amalgamation, consolidation recapitalization or other reorganization; 4.16.7 not made (b) waived, released, granted, assigned, transferred, licensed or permitted to lapse any change material right or claim except in excess the ordinary course of $50,000 per year in business; (c) incurred or assumed any compensation arrangement Liability (fixed or agreement with any Employee, officer, director or shareholder of the Corporation or the Subsidiary or agreed to any bonus, severance or change-of-control payment to any Employee, officer, director or shareholder of the Corporation or the Subsidiary, contingent) other than any bonus or severance payments in the Ordinary Course or any payment that will be Liabilities included in the Closing Date StatementFinancial Statements and Liabilities incurred since December 31, 2014 in the ordinary course of business; 4.16.8 not (d) paid, discharged, settled or satisfied any Liability (whether absolute, accrued, contingent or otherwise), Proceeding or appeal pending against it; (e) discharged or satisfied any lien or encumbrance, or paid any Liability (fixed or contingent) other than Liabilities included in the Financial Statements and Liabilities incurred since December 31, 2014; (f) suffered an operating loss or any extraordinary loss; (g) made any material change in the method of billing customers or the credit terms made available to customers; (h) hired or dismissed any employee; (i) failed to (1) keep intact the then-existing business organization of the Company, (2) keep available to the Company the then-existing officer and management-level employees of the Company or (3) preserve, and prevent any degradation in, the Company’s relationship with any of its suppliers, customers or others having material business relations with the Company; (j) waived or omitted to take any action in respect of any rights of substantial value or entered into any commitment or transaction if such loss, rights, commitment or transaction is or would be material in relation to the Business; (k) (1) adopted, entered into, amended or terminated any bonus, profit-sharing, compensation, severance, termination, pension, retirement, deferred compensation, trust, fund or other arrangement or other Benefit Plan for the benefit or welfare of any individual, (2) entered into or amended any employment arrangement or relationship with any new or existing employee, (3) increased any compensation or fringe benefit of any director, officer or employee or paid any benefit to any Plandirector, officer or employee, other than pursuant to a then-existing Benefit Plan and in amounts consistent with past practice, (4) granted any change award to any director, officer or employee under any bonus, incentive, performance or other compensation Plan (including the removal of any existing restriction in any Benefit Plan or award made thereunder), (5) entered into or amended any collective bargaining agreement or (6) except as required by any Applicable Law or Contract that existed during such period, took any change arising from action to segregate any asset for, or in any other way secure, the annual renewal thereof in the Ordinary Coursepayment of any compensation or benefit to any employee; 4.16.9 not canceled (l) created any Encumbrance or suffered or permitted any such Encumbrance that has arisen since that date to remain, except for Permitted Encumbrances; (m) modified, amended or terminated any Material contract, agreement or arrangement to which it is or was a party, or waived or released any claims with a potential value in excess of $50,000right which it has or had, other than in the Ordinary Courseordinary course of its business; 4.16.10 (1) issued or otherwise allowed to become outstanding or acquired or pledged or otherwise encumbered any equity interest or other security of the Company or right (including any option, warrant, put or call) to any such equity interest or other security, (2) declared, set aside or paid any dividend on, or made any other distribution in respect of, any of its equity interests or other securities, (3) split, combined or reclassified any of its equity interests or issued or authorized the issuance of any other security in respect of, in lieu of or in substitution for any of its equity interests or other securities or made any other change to its capital structure or (4) purchased, redeemed, cancelled or otherwise acquired any equity interest or any other security of the Company or any right, warrant or option to acquire any such equity interest or other security; (1) incurred any debt or Liability for borrowed money, or incurred any other debt or Liability except in the ordinary course of its business, (2) made any loan, advance or capital contribution to, or investment in, any other Person or (3) made or pledged to make any charitable or other capital contribution; (p) entered into or become bound by any contract, agreement or arrangement, written or oral, either not in the ordinary course of its business or involving or which may result in the payment of money by the Company of an amount in excess of $5,000.00; (1) failed to prepare and timely file all Tax Returns with respect to the Company or any subsidiary of the Company required to be filed during such period to pay tax due during such period or timely withhold and remit any employment Taxes with respect to the Company or any subsidiary of the Company, (2) filed any amended any material Tax Return, (3) made or changed any election with respect to Taxes or (4) settled or compromised any material election in respect of TaxesTax Liability, entered into any Tax closing agreement, requested or received surrendered any ruling related right to Taxes, settled any claim or assessment in respect a refund of Taxes, surrendered waived any refundstatute of limitations regarding any Tax, consented agreed to any extension of time regarding the assessment of any Tax deficiency or waiver of the limitation period applicable took any other similar action relating to any claim Tax; (r) (1) adopted or assessment in respect of Taxeschanged any material accounting method or principle used by the Company, except as required under GAAP or the Code or (2) changed any annual accounting period; (s) amended or changed, or incurred authorized any liability for Taxes outside amendment or change to, any of the Ordinary Course;its formation or organizational documents; and 4.16.11 not changed its fiscal year; 4.16.12 not experienced a Material Adverse Effect; 4.16.13 not made any change in any method of accounting (t) authorized or auditing practice; or 4.16.14 not agreed or offered otherwise become committed to do any of the things described in this Section 4.16foregoing.

Absence of Unusual Transactions. Except as set forth on Since the Disclosure Schedule and except for date of the TransactionsBalance Sheet, since December 31in respect of the Business, 2017 none of the Corporation and the Subsidiary haveVendor, Spar Holdco or Spar Operations has: 4.16.1 conducted their respective business in all material respects only (a) transferred, assigned, sold or otherwise disposed of any of the assets shown or reflected in the Ordinary CourseBalance Sheet or cancelled any debts or entitlements except, in each case, in the ordinary and usual course of business; 4.16.2 not given (b) incurred or assumed any guarantee obligation or liability (fixed or contingent), except Permitted Encumbrances, those obligations and liabilities listed in Schedule 4.10 and unsecured current obligations and liabilities incurred in the ordinary and usual course of business; (c) 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; (e) granted any bonuses, whether monetary or otherwise, or made any general wage or salary increases in respect of personnel employed in the Business, other than as provided for in the Collective Agreements or in the ordinary course of business and consistent with past practice, or changed the terms of employment for any Employee, except in the ordinary course of business and consistent with past practice; or agreed to a change in interpretation or application of any debt, liability or obligation provision of any PersonCollective Agreement; 4.16.3 not (f) hired or dismissed any Employees except in the ordinary course of business; (g) except as disclosed in Schedule 4.2, mortgaged, pledged, subjected any of its assetsto lien, granted a security interest in or otherwise permitted any of its assets to be subjectedor property, whether tangible or intangible, to any Lien other than the Permitted Liensbecome subject to an Encumbrance; 4.16.4 not acquired, sold, leased, subleased, pledged, licensed, conveyed, assigned (h) incurred capital expenditures or otherwise disposed of or transferred any assets other than in the Ordinary Course; 4.16.5 not declared any cash dividend or distribution commitments relating to the Sellers Business or redeemed, purchased or otherwise retired any of their respective shares or otherwise reduced their respective stated capital; 4.16.6 not adopted a plan or agreement of liquidation, dissolution, restructuring, merger, amalgamation, consolidation or other reorganization; 4.16.7 not made any change the Purchased Assets in excess of $50,000 per year in any compensation arrangement or agreement with any Employee, officer, director or shareholder respect of the Corporation or the Subsidiary or agreed to any bonus, severance or change-of-control payment to any Employee, officer, director or shareholder of the Corporation or the Subsidiary, other than any bonus or severance payments in the Ordinary Course or any payment that will be all categories not included in the Closing Date StatementVendor's current capital expenditure budget, a true copy of which is included in Schedule 4.12, or which are in respect of a category included in such capital expenditure budget but which are materially higher than the amounts set out in such category in such capital expenditure budget; 4.16.8 not made (i) entered into any material change to any Plan, other than any change required by any Law or any change arising from the annual renewal thereof in the Ordinary Course; 4.16.9 not canceled or waived any claims with a potential value forward purchase commitment in excess of $50,000, other the requirements of the Business for normal operating inventories or at prices materially higher than in the Ordinary Coursethen current market prices; 4.16.10 not amended any material Tax Return, made or changed any material election in respect of Taxes, entered into any closing agreement, requested or received any ruling related to Taxes, settled any claim or assessment in respect of Taxes, surrendered any refund, consented to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes, or incurred any liability for Taxes outside of the Ordinary Course; 4.16.11 not changed its fiscal year; 4.16.12 not experienced a Material Adverse Effect; 4.16.13 not made (k) adopted any change in any method its accounting practices or in its depreciation or amortization policies or rates or in its policies with respect to the terms of accounting payment of accounts payable or auditing practicesupplier credit terms; or 4.16.14 not (l) authorized, agreed or offered otherwise become committed to do any of the things described in this Section 4.16foregoing.

Absence of Unusual Transactions. Except as contemplated by this ------------------------------- Agreement, or as set forth on in the Disclosure Schedule and except for the TransactionsMemorandum, since December 31, 2017 the Corporation and the Subsidiary have1997 none of such Company, its Predecessor Entity or their respective Subsidiaries has: 4.16.1 conducted their respective business (a) issued, authorized for issuance or sold any of its Shares, other securities or Equity-Related Interests; (b) issued, authorized for issuance, delivered or granted any right, option or other commitment for the issuance of Shares, other securities or Equity-Related Interests; (c) incurred any obligation or liability (fixed or contingent) except unsecured current obligations and liabilities not in all material respects only excess of $250,000 incurred in the Ordinary Courseordinary course of business; 4.16.2 not given (d) discharged or satisfied any guarantee lien or encumbrance or paid any material obligation or liability (fixed or contingent) other than liabilities included in the September Financial Statements for such Company's Predecessor Entity and liabilities or obligations incurred since September 30, 1998 in the ordinary course of any debt, liability or obligation of any Personbusiness; 4.16.3 not subjected (e) purchased or redeemed, or made any commitment to purchase or redeem, any Shares, other securities or Equity-Related Interests; (f) mortgaged, pledged or granted a security interest in any of its assets, tangible or permitted any intangible, except in the ordinary course of its assets to be subjected, to any Lien other than the Permitted Liensbusiness; 4.16.4 not (g) acquired, sold, leased, subleased, pledged, licensed, conveyed, assigned or otherwise disposed of or transferred any material assets other than in the Ordinary Course; 4.16.5 not declared or canceled any cash dividend debts or distribution to the Sellers or redeemed, purchased or otherwise retired any of their respective shares or otherwise reduced their respective stated capital; 4.16.6 not adopted a plan or agreement of liquidation, dissolution, restructuring, merger, amalgamation, consolidation or other reorganization; 4.16.7 not made any change claims in excess of $50,000 per year 250,000, except, in any compensation arrangement or agreement with any Employeeeach case, officer, director or shareholder of the Corporation or the Subsidiary or agreed to any bonus, severance or change-of-control payment to any Employee, officer, director or shareholder of the Corporation or the Subsidiary, other than any bonus or severance payments in the Ordinary Course or any payment that will be included in the Closing Date Statementordinary course of business; 4.16.8 not made (h) suffered any material change to any Plan, other than any change required by any Law or any change arising from the annual renewal thereof in the Ordinary Course; 4.16.9 not canceled or waived any claims with a potential value extraordinary loss in excess of $50,000250,000; (i) entered into any material commitment, contract or transaction not in the ordinary course of business or released or relinquished any Material Contract rights, other than in the Ordinary Courseordinary course of business consistent with past practice of such Company, its Predecessor Entity and their respective Subsidiaries; 4.16.10 not amended any material Tax Return, made or changed any material election in respect of Taxes, (j) entered into any closing agreementagreements restricting the transfer of, requested or received affecting the voting rights of holders of, its Shares, securities or Equity- Related Interests, granted any ruling related to Taxes, settled any claim preemptive or assessment in respect of Taxes, surrendered any refund, consented anti-dilutive rights to any extension holder of any class of Shares, securities or waiver of the limitation period applicable Equity-Related Interests, or granted registration rights with respect to any claim of its Shares, securities or assessment in respect of Taxes, or incurred any liability for Taxes outside of the Ordinary CourseEquity- Related Interests; 4.16.11 not changed (k) amended its fiscal yearDeclaration of Trust or other organizational documents; 4.16.12 not experienced a Material Adverse Effect(l) engaged, directly or indirectly, in any Interested Party Transaction; 4.16.13 not (m) replaced its independent auditors or made any material change in any method of financial accounting or auditing accounting practice, except for any such change required by reason of a current change in generally accepted accounting principles; or 4.16.14 not agreed (n) entered into any agreement (written or offered oral) to do any of the things described in this Section 4.16foregoing.

Absence of Unusual Transactions. Except as set forth on the Disclosure Schedule and except for the Transactionssale of the Excluded Assets and the assumption of the Excluded Liabilities as contemplated by the Nevis Agreement, or as otherwise disclosed in Schedule 3.6 or as permitted in Section 8.1, since December July 31, 2017 1996 the Corporation and the Subsidiary haveCompany has not: 4.16.1 conducted their respective business in all material respects only in (a) transferred, assigned, sold or otherwise disposed of any of the Ordinary CourseAssets or canceled, waived or released any debts or claims; 4.16.2 not given any guarantee of any debt(b) mortgaged, liability pledged, subjected to lien, granted a security interest or obligation of any Person; 4.16.3 not subjected any of its assets, or permitted otherwise encumbered any of its assets to be subjectedor property, to any Lien other than the Permitted Liens; 4.16.4 not acquired, sold, leased, subleased, pledged, licensed, conveyed, assigned whether tangible or otherwise disposed of or transferred any assets other than in the Ordinary Course; 4.16.5 not declared any cash dividend or distribution to the Sellers or redeemed, purchased or otherwise retired any of their respective shares or otherwise reduced their respective stated capital; 4.16.6 not adopted a plan or agreement of liquidation, dissolution, restructuring, merger, amalgamation, consolidation or other reorganization; 4.16.7 not made any change in excess of $50,000 per year in any compensation arrangement or agreement with any Employee, officer, director or shareholder of the Corporation or the Subsidiary or agreed to any bonus, severance or change-of-control payment to any Employee, officer, director or shareholder of the Corporation or the Subsidiaryintangible, other than Permitted Encumbrances; (c) authorized, incurred or assumed any bonus capital expenditure or severance payments financial commitment or other obligation or liability (fixed or contingent) except those listed in the Ordinary Course or any payment that will be included July 31 Balance Sheet and except unsecured obligations and liabilities incurred in the Closing Date Statementordinary and usual course of business and not exceeding $500,000 in the aggregate; 4.16.8 not made (d) suffered an extraordinary loss, waived or omitted to take any material change to any Plan, other than any change required by any Law or any change arising from the annual renewal thereof in the Ordinary Course; 4.16.9 not canceled or waived any claims with a potential value in excess of $50,000, other than in the Ordinary Course; 4.16.10 not amended any material Tax Return, made or changed any material election action in respect of Taxesany rights of substantial value, or entered into any closing agreementcommitment or transaction not in the ordinary and usual course of business; (e) issued or sold any shares in its capital or any warrants, requested bonds, debentures or received any ruling related to Taxes, settled any claim or assessment in respect of Taxes, surrendered any refund, consented to any extension or waiver other corporate securities of the limitation period applicable to Company or issued, granted or delivered any claim right, option or assessment in respect other commitment for the issuance of Taxes, any such securities or incurred any liability for Taxes outside of the Ordinary Courseother securities; 4.16.11 not (f) amended or changed or taken any action to amend or change its fiscal yearArticles of Incorporation or By-laws; 4.16.12 not experienced a Material Adverse Effect; 4.16.13 not made any change in any method of accounting or auditing practice; or 4.16.14 not (g) authorized, agreed or offered otherwise become committed to do any of the things described in foregoing; or (h) from August 1, 1996 to the date of this Agreement, breached any of the provisions of Section 8.1 (which shall be read for the purposes of this Section 4.163.6(h) as if the Interim Period commenced on August 1, 1996 and ended on the date of this Agreement).