Common use of Absence of Unusual Transactions Clause in Contracts

Absence of Unusual Transactions. since December 31, 2007 and except as disclosed in the Disclosure Statement, Aquos has not (i) transferred, assigned, sold or otherwise disposed of any Asset shown or reflected in the Financial Statements or forgiven, cancelled or released any debt 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 and normal course of its business consistent with past practice and disclosed in writing to the Purchaser, (x) made any 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 Assets, or (xii) authorized or agreed or otherwise become committed to do any of the foregoing,

Absence of Unusual Transactions. since December 31(a) Since the date of the Interim Financia Statements of Cable Systems, 2007 and except as disclosed in the Disclosure Statement, Aquos Cable Systems has not: (i) transferred, assigned, sold sold, leased or otherwise disposed of any Asset shown of the Cable Systems Assets or reflected in the Financial Statements canceled any debts or forgiven, cancelled or released any debt or claim, claims except in the ordinary and normal usual course of its business,; (ii) incurred or assumed any obligation or liability (fixed or contingent), except those listed in Schedule 3.11 (a) attached hereto and except unsecured current obligations and liabilities incurred in the ordinary and normal course of its business,business and consistent with past practice; (iii) except as disclosed in Schedule 3.11(a), issued or sold any share shares in its capital or any warrantwarrants, bondbonds, debenture debentures or other corporate security securities of Cable Systems or issued, granted or delivered any and right, option or other commitment for the issuance of any such or other security,securities; (iv) discharged or satisfied paid 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 of the Financial Statements of Cable Systems 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,capital or purchased or redeemed any such shares thereof or effected any subdivision, consolidation or reclassification of any such shares; (vi) suffered any damage, destruction, operating loss or any extraordinary loss, or waived, cancelled or written off any rights of substantial value, or entered into any commitment or transaction not in the ordinary and normal usual course of its business,business where such loss, rights, commitment or transaction is or would have a Material Adverse Effect on Cable Systems; (vii) made any gift of money or of any Asset to any Person, (viii) except those listed in Schedule 3.11(a), amended or changed or taken any action to amend or change its constating documents,articles or by-laws; (ixviii) increased made any general wage or agreed to increase the remuneration of, or paid or agreed to pay any pension, share salary increases in respect of profits or other similar benefit to any of its directors, officer or Employees and Contractors or former directors, officers or Employees and Contractorspersonnel which it employs, other than increases in the ordinary and normal course of its business consistent with past practice and disclosed or as provided for in writing the collective labour agreements referred to the Purchaser,in Schedule 3.18 attached hereto; (xix) made mortgaged, pledged, subjected to Encumbrance or otherwise encumbered any payment of any kind to or on behalf of the Vendor Cable Systems Assets or any Affiliate of the Vendor other than business related expensesproperty, salaries and bonuses whether tangible or intangible except 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 Assets, business; or (xiix) authorized or agreed or otherwise become committed to do any of the foregoing,. (b) Since the date of the Interim Financia Statements of Cable Systems USA, Cable Systems USA has not: (i) transferred, assigned, sold, leased or otherwise disposed of any of the Cable Systems USA Assets or cancelled any debts or claims except in the ordinary and usual course of business; (ii) incurred or assumed any obligation or liability (fixed or contingent), except those listed in Schedule 3.11

Absence of Unusual Transactions. Except as set forth in Schedule 4.1(aa) or as specifically disclosed in the Interim Financial Statements, since December 31September 30, 2007 2010 and except as disclosed in the Disclosure Statement, Aquos has notexpressly permitted herein no Adenyo Company has: (i) transferred, assigned, sold sold, licensed, abandoned or otherwise disposed of any Asset shown of its Assets or reflected cancelled or forgiven any debts or claims other than in the Financial Statements ordinary course of business, and with respect to Intellectual Property, non-exclusive licenses or forgivensublicenses granted in the ordinary course of business; (ii) settled any liability, cancelled Claim or released appeal pending against it or against any debt or claimof its Assets, other than in the ordinary course of business; (iii) 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, Encumbrance or paid any obligation or liability (fixed or contingent), other than current liabilities ; (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 current portion of long-term liabilities disclosed Business or entered into any commitment or transaction if such commitment or transaction is or would be material in relation to the Financial Statements Assets or current liabilities incurred since the date thereof in the ordinary and normal course of its business,Business; (v) declared 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 asset exceeding $10,000 or Capital Expenditures in the aggregate in excess of $25,000; (vii) 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 made any other payment of any dividend or other distribution on or in respect of any of its shares (other than in the ordinary and normal course, nor purchased, redeemed, subdivided, consolidated, by an Adenyo Subsidiary to Adenyo or reclassified any share in its capital, (vi) entered into any transaction not in the ordinary and normal course a wholly owned Subsidiary 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 and normal course of its business consistent with past practice and disclosed in writing to the Purchaser,Adenyo); (x) redeemed, purchased, retired or otherwise 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 made any payment change to its authorized or issued share capital; (xii) disposed of or revalued any kind to or on behalf of the Vendor or any Affiliate assets reflected on the balance sheet forming part of the Vendor other than business related expensesmost recent Annual Financial Statements, salaries and bonuses except sales of assets 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,business; (xixiii) suffered any extraordinary loss; (xiv) mortgaged, pledged, subjected to any lien, granted an option or a security interest in respect of or otherwise encumbered 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 guarantee, surety or indemnity in respect of Indebtedness or other obligations 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; (xx) completed an acquisition, directly or indirectly (including by way of bulk reinsurance, amalgamation, merger, consolidation or acquisition of shares or assets), of any Person or any division thereof or material portion of the assets thereof or entered into any binding letter of intent or made any other binding commitment in relation to such an acquisition; (xxi) increased the benefits to any Employees or former Employees or directors, officers or former directors or officers of any Adenyo Company under any Employee Plan; (xxii) liquidated, dissolved or wound up or disposed of all or substantially all of its Assets (including by way of bulk reinsurance, whether on an indemnity or assumption basis); (xxiii) made any material Tax election, settled or compromised any material Tax liability, filed any material amended Tax Return, entered into a material agreement in respect of Taxes with any Governmental Authority, surrendered any right to claim a material Tax refund, or consented to the extension or waiver of the limitation period applicable to any material Tax claim or assessment or reassessment; or (xiixxiv) authorized or agreed or otherwise become committed subject to a binding commitment to do any of the foregoing,.

Absence of Unusual Transactions. since December 31(a) Since the date of the Interim Financial Statements of Cable Systems, 2007 and except as disclosed in the Disclosure Statement, Aquos Cable Systems has not: (i) transferred, assigned, sold sold, leased or otherwise disposed of any Asset shown of the Cable Systems Assets or reflected in the Financial Statements canceled any debts or forgiven, cancelled or released any debt or claim, claims except in the ordinary and normal usual course of its business,; (ii) incurred or assumed any obligation or liability (fixed or contingent), , (a) attached hereto and except unsecured current obligations and liabilities incurred in the ordinary and normal course of its business,business and consistent with past practice; (iii) except as disclosed in Schedule 3.11(a), issued or sold any share shares in its capital or any warrantwarrants, bondbonds, debenture debentures or other corporate security securities of Cable Systems or issued, granted or delivered any and right, option or other commitment for the issuance of any such or other security,securities; (iv) discharged or satisfied paid 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 of the Financial Statements of Cable Systems 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,capital or purchased or redeemed any such shares thereof or effected any subdivision, consolidation or reclassification of any such shares; (vi) suffered any damage, destruction, operating loss or any extraordinary loss, or waived, cancelled or written off any rights of substantial value, or entered into any commitment or transaction not in the ordinary and normal usual course of its business,business where such loss, rights, commitment or transaction is or would have a Material Adverse Effect on Cable Systems; (vii) made any gift of money or of any Asset to any Person, (viii) except those listed in Schedule 3.11(a), amended or changed or taken any action to amend or change its constating documents,articles or by-laws; (ixviii) increased made any general wage or agreed to increase the remuneration of, or paid or agreed to pay any pension, share salary increases in respect of profits or other similar benefit to any of its directors, officer or Employees and Contractors or former directors, officers or Employees and Contractorspersonnel which it employs, other than increases in the ordinary and normal course of its business consistent with past practice and disclosed or as provided for in writing the collective labour agreements referred to the Purchaser,in Schedule 3.18 attached hereto; (xix) made mortgaged, pledged, subjected to Encumbrance or otherwise encumbered any payment of any kind to or on behalf of the Vendor Cable Systems Assets or any Affiliate of the Vendor other than business related expensesproperty, salaries and bonuses whether tangible or intangible except 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 Assets, business; or (xiix) authorized or agreed or otherwise become committed to do any of the foregoing,. (b) Since the date of the Interim Financial Statements of Cable Systems USA, Cable Systems USA has not: (i) transferred, assigned, sold, leased or otherwise disposed of any of the Cable Systems USA Assets or cancelled any debts or claims except in the ordinary and usual course of business; (ii) incurred or assumed any obligation or liability (fixed or contingent), except those listed in Schedule 3.11 (b) attached hereto and except unsecured current obligations and liabilities incurred in the ordinary and normal course of business and consistent with past practice; (iii) except as disclosed in Schedule 3.11(b), issued or sold any shares in its capital or any warrants, bonds, debentures or other securities of Cable Systems USA or issued, granted or delivered and right, option or other commitment for the issuance of any such or other securities; (iv) discharged or paid any Encumbrance, or paid any obligation or liability (fixed or contingent) other than liabilities incurred since the date of the Interim Financial Statements of Cable Systems USA in the ordinary and normal course of business; (v) 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; (vi) suffered any damage, destruction, operating loss or any extraordinary loss, or waived, cancelled or written off 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 have a Material Adverse Effect on Cable Systems USA; (vii) except those listed in Schedule 3.11(b), amended or changed or taken any action to amend or change its articles or by-laws; (viii) made any general wage or salary increases in respect of personnel which it employs, other than increases in the ordinary and normal course of business or as provided for in the collective labour agreements referred to in Schedule 3.18 attached hereto; (ix) mortgaged, pledged, subjected to Encumbrance or otherwise encumbered any of the Cable Systems USA Assets or property, whether tangible or intangible except in the ordinary and normal course of business; or (x) authorized or agreed or otherwise become committed to do any of the foregoing.

Absence of Unusual Transactions. since December 31, 2007 and except as disclosed in (a) Since the Disclosure Statement, Aquos Effective Date has not: (i) transferred, assigned, sold sold, leased or otherwise disposed of any Asset shown of the assets of Micro Tech or reflected in the Financial Statements canceled any debts or forgiven, cancelled or released any debt or claim, claims except in the ordinary and normal usual course of its business,; (ii) incurred or assumed any obligation or liability (fixed or contingent), except those listed in Schedule 3.11 (a) attached hereto and except unsecured current obligations and liabilities incurred in the ordinary and normal course of its business,business and consistent with past practice; (iii) except as disclosed in Schedule 3.11(a), issued or sold any share shares in its capital or any warrantwarrants, bondbonds, debenture debentures or other corporate security securities of Micro Tech or issued, granted or delivered any and right, option or other commitment for the issuance of any such or other security,securities; (iv) discharged or satisfied paid 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 Effective Date in the ordinary and normal course of its business,; (v) except as disclosed in Schedule 3.11(a), 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,capital or purchased or redeemed any such shares thereof or effected any subdivision, consolidation or reclassification of any such shares; (vi) suffered any damage, destruction, operating loss or any extraordinary loss, or waived, cancelled or written off any rights of substantial value, or entered into any commitment or transaction not in the ordinary and normal usual course of its business,business where such loss, rights, commitment or transaction is or would have a Material Adverse Effect on Micro Tech; (vii) made any gift of money or of any Asset to any Person, (viii) except those listed in Schedule 3.11(a), amended or changed or taken any action to amend or change its constating documents,articles of incorporation or by-laws; (ixviii) increased made any general wage or agreed to increase the remuneration of, or paid or agreed to pay any pension, share salary increases in respect of profits or other similar benefit to any of its directors, officer or Employees and Contractors or former directors, officers or Employees and Contractorspersonnel which it employs, other than increases in the ordinary and normal course of its business consistent with past practice and disclosed in writing to the Purchaser,or entered into any severance agreements; (xix) made mortgaged, pledged, subjected to Encumbrance or otherwise encumbered any payment of any kind to or on behalf of the Vendor assets or any Affiliate property of the Vendor other than business related expensesMicro Tech, salaries and bonuses whether tangible or intangible except 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 Assets, business; or (xiix) authorized or agreed or otherwise become committed to do any of the foregoing,.