Common use of Activities Since Balance Sheet Date Clause in Contracts

Activities Since Balance Sheet Date. Since the Seller Balance Sheet Date, there has not been: (a) any declaration, setting aside or payment or other distribution in respect of any of Seller’s membership interests, or any direct or indirect redemption, purchase or other acquisition of any of such membership interests by Seller other than the repurchase of membership interests from employees, officers, managers or consultants pursuant to agreements approved by the Managers of Seller under which Seller has the option to repurchase such membership interests at cost upon the occurrence of certain events, such as termination of employment or consultancy; (b) any debt, obligation or liability incurred, assumed or guaranteed by Seller except for those incurred in the ordinary course of Seller’s business (but not in excess of $50,000) and in amounts that would not have a Material Adverse Effect on the assets, condition, affairs or prospects of Seller; (c) the sale, exchange or other disposition by Seller of any assets or rights other than the sale of inventory in the ordinary course of business; (d) the entrance by Seller into any material transactions with any of its officers, managers, or employees or any entity controlled by any of such individuals; (e) any damage, destruction or loss, whether or not covered by insurance, to the Assets or the Acquired Business that has had, or would reasonably be expected to have, a Material Adverse Effect; (f) any waiver by Seller of a valuable right or of a material debt owed to it; (g) any change or amendment to a Material Contract or arrangement by which Seller or any of its assets or properties is bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Agreement; (h) any change in the assets, liabilities, financial condition or operating results of Seller from that reflected in the Seller Financial Statements as of, and for the 7-month period ended, July 31, 2010, except changes in the ordinary course of business that have not been, in the aggregate, material; (i) any material change in the contingent obligations of Seller by way of guarantee, endorsement, indemnity, warranty or otherwise; (j) any satisfaction or discharge of any Lien, Encumbrance or claim or payment of any obligation by Seller, except in the ordinary course of business that has not, or would not have, a Material Adverse Effect; (k) any material change in any compensation arrangement or agreement with any employee; (l) any sale, assignment or transfer of any Intellectual Property or other intangible assets (other than the sale or license of Seller’s products and services in the ordinary course of business); (m) any resignation or termination of employment of any officer or Key Employee, and Seller, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee (except as contemplated by this Agreement); (n) any mortgage, pledge, transfer of a security interest in, or Encumbrance, created by Seller, with respect to the Assets; (o) any loans or guarantees made by Seller to or for the benefit of its employees, officers or managers, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (p) any reduction or other change in accounts and notes receivable of Seller; (q) any agreement or commitment by Seller to do any of the things described above in this Section 5.14; or (r) to the best of Seller’s knowledge, any other event or condition of any character that has had, or would reasonably be expected to have, a Material Adverse Effect.

Activities Since Balance Sheet Date. Since the Seller Balance Sheet Date, except the transactions contemplated under the Transaction Documents, with respect to each Group Company, there has not been: (a) any declarationchange in the assets, setting aside liabilities, financial condition or payment or other distribution in respect operating results of any Group Company from that reflected in the Financial Statements, except changes in the ordinary course of Seller’s membership interestsbusiness that have not and will not, in the aggregate, result in any Material Adverse Effect on its business or any direct or indirect redemption, purchase or other acquisition of any of such membership interests by Seller other than the repurchase of membership interests from employees, officers, managers or consultants pursuant to agreements approved by the Managers of Seller under which Seller has the option to repurchase such membership interests at cost upon the occurrence of certain events, such as termination of employment or consultancyproperties; (b) any debt, obligation or liability incurred, assumed or guaranteed by Seller except for those incurred material change in the ordinary course contingent obligations of Seller’s business (but not in excess any Group Company by way of $50,000) and in amounts that would not have a Material Adverse Effect on the assetsguarantee, conditionendorsement, affairs indemnity, warranty or prospects of Sellerotherwise; (c) the sale, exchange or other disposition by Seller of any assets or rights other than the sale of inventory in the ordinary course of business; (d) the entrance by Seller into any material transactions with any of its officers, managers, or employees or any entity controlled by any of such individuals; (e) any damage, destruction or loss, whether or not covered by insurance, to the Assets or the Acquired Business that has had, or would reasonably be expected to have, a having any Material Adverse EffectEffect on its business or properties (as presently conducted and as presently proposed to be conducted); (fd) any waiver or compromise by Seller any Group Company of a valuable right or of a material debt owed to it; (ge) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by any Group Company, except such satisfaction, discharge or payment made in the ordinary course of business that is not material to the assets, properties, financial condition, operating results or business of such Group Company; (f) any material change or amendment to a Material Contract or arrangement by which Seller any Group Company or any of its assets or properties is bound or subjectsubject to, except for changes or amendments which are expressly provided for or disclosed in this Agreement; (h) any change in the assets, liabilities, financial condition or operating results of Seller from that reflected in the Seller Financial Statements as of, and for the 7-month period ended, July 31, 2010, except changes in the ordinary course of business that have not been, in the aggregate, material; (i) any material change in the contingent obligations of Seller by way of guarantee, endorsement, indemnity, warranty or otherwise; (j) any satisfaction or discharge of any Lien, Encumbrance or claim or payment of any obligation by Seller, except in the ordinary course of business that has not, or would not have, a Material Adverse Effect; (kg) any material change in any compensation arrangement or agreement with any present or prospective employee, contractor or director; (lh) any sale, assignment or transfer of any Intellectual Property material Proprietary Assets or other material intangible assets (other than the sale or license of Seller’s products and services in the ordinary course of business)any Group Company; (mi) any resignation or termination of employment of any officer or Key Employee, and Seller, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee (except as contemplated by this Agreement); (nj) any mortgage, pledge, transfer of a security interest in, or Encumbrance, lien created by Sellerany Group Company, with respect to the Assetsany of its material properties or assets, except liens for taxes not yet due or payable; (ok) except as disclosed in Section 4.16 in the Disclosure Schedule, any debt, obligation, or liability incurred, assumed or guaranteed by any Group Company individually in excess of US$100,000 or in excess of US$500,000 in the aggregate; (l) any dividend, loans or guarantees made by Seller any Group Company to or for the benefit of its employees, officers or managersdirectors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (m) any declaration, setting aside or payment or other distribution in respect of the share capital or registered capital of any Group Company, or any direct or indirect redemption, purchase or other acquisition of any of such share capital or registered capital by any Group Company, other than those as contemplated by this Agreement or any other Transaction Document; (n) any failure to conduct business in the ordinary course, consistent with each Group Company’s reasonably prudent past practices; (o) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of any Group Company; (p) any reduction other event or condition of any character, other change than events affecting the macroeconomy or the Group Companies’ industry generally, that could reasonably be expected to result in accounts and notes receivable of Seller;a Material Adverse Effect; or (q) any agreement or commitment by Seller any Group Company to do any of the things described above in this Section 5.14; or (r) to the best of Seller’s knowledge, any other event or condition of any character that has had, or would reasonably be expected to have, a Material Adverse Effectabove.

Activities Since Balance Sheet Date. Since Except as set forth on Schedule 3.17, since the Seller Balance Sheet Date, the Company has not: (a) formed or acquired or disposed of any interest in any corporation, partnership, joint venture, or other entity; (b) written up, written down, or written off the book value of any amount of assets; (c) declared, paid, or set aside for payment any dividend or distribution with respect to its capital stock; (d) redeemed, purchased, or otherwise acquired, or sold, granted, or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to changes in the terms and conditions of any such rights; (e) increased the compensation of or paid or accrued any bonus to any employee or contributed or accrued or contributed to any employee benefit plan, other than in accordance with policies, practices, or requirements established and in effect on the Balance Sheet Date; (f) entered into any employment, compensation, consulting or collective bargaining agreement with any person or group; (g) entered into, adopted, or materially amended any employee benefit plan; or (h) entered into any other material commitment or transaction not disclosed elsewhere herein. In addition to the foregoing, since the Balance Sheet Date, there has not been: (a) any declaration, setting aside or payment or other distribution in respect of any of Seller’s membership interests, or any direct or indirect redemption, purchase or other acquisition of any of such membership interests by Seller other than the repurchase of membership interests from employees, officers, managers or consultants pursuant to agreements approved by the Managers of Seller under which Seller has the option to repurchase such membership interests at cost upon the occurrence of certain events, such as termination of employment or consultancy; (b) any debt, obligation or liability incurred, assumed or guaranteed by Seller except for those incurred in the ordinary course of Seller’s business (but not in excess of $50,000) and in amounts that would not have a Material Adverse Effect on the assets, condition, affairs or prospects of Seller; (c) the sale, exchange or other disposition by Seller of any assets or rights other than the sale of inventory in the ordinary course of business; (d) the entrance by Seller into any material transactions with any of its officers, managers, or employees or any entity controlled by any of such individuals; (ei) any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the assets, properties, financial condition, operating results, prospects or business of the Company (as presently conducted and as presently proposed to the Assets or the Acquired Business that has had, or would reasonably be expected to have, a Material Adverse Effectconducted); (fj) any waiver by Seller the Company of a valuable right or of a material debt owed to it; (gk) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except such a satisfaction, discharge or payment made in the ordinary course of business that is not material to the assets, properties, financial condition, operating results or business of the Company; (l) any material change or amendment to a Material Contract material agreement or arrangement by which Seller the Company or any of its assets or properties is bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Agreement; (h) any change in the assets, liabilities, financial condition or operating results of Seller from that reflected in the Seller Financial Statements as of, and for the 7-month period ended, July 31, 2010, except changes in the ordinary course of business that have not been, in the aggregate, material; (i) any material change in the contingent obligations of Seller by way of guarantee, endorsement, indemnity, warranty or otherwise; (j) any satisfaction or discharge of any Lien, Encumbrance or claim or payment of any obligation by Seller, except in the ordinary course of business that has not, or would not have, a Material Adverse Effect; (k) any material change in any compensation arrangement or agreement with any employee; (l) any sale, assignment or transfer of any Intellectual Property or other intangible assets (other than the sale or license of Seller’s products and services in the ordinary course of business);; or (m) any resignation or termination of employment of any officer or Key Employee, and Seller, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee (except as contemplated by this Agreement); (n) any mortgage, pledge, transfer of a security interest in, or Encumbrance, created by Seller, with respect to the Assets; (o) any loans or guarantees made by Seller to or for the benefit of its employees, officers or managers, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (p) any reduction or other change in accounts and notes receivable of Seller; (q) any agreement or commitment by Seller to do any of the things described above in this Section 5.14; or (r) to the best of Seller’s knowledgeCompany's Knowledge, any other event or condition of any character that has hadwhich would materially and adversely affect the assets, properties, financial condition, operating results or would reasonably be expected to have, a Material Adverse Effectbusiness of the Company.

Activities Since Balance Sheet Date. Since the Seller Balance Sheet Date, there has not been: (a) any declaration, setting aside or payment or other distribution in respect of any of Seller’s membership interests, or any direct or indirect redemption, purchase or other acquisition of any of such membership interests by Seller other than the repurchase of membership interests from employees, officers, managers or consultants pursuant to agreements approved by the Managers of Seller under which Seller has the option to repurchase such membership interests at cost upon the occurrence of certain events, such as termination of employment or consultancy; (b) any debt, obligation or liability incurred, assumed or guaranteed by Seller except for those incurred in the ordinary course of Seller’s business (but not in excess of $50,000) and in amounts that would not have a Material Adverse Effect on the assets, condition, affairs or prospects of Seller; (c) the sale, exchange or other disposition by Seller of any assets or rights other than the sale of inventory in the ordinary course of business; (d) the entrance by Seller into any material transactions with any of its officers, managers, or employees or any entity controlled by any of such individuals; (e) : any damage, destruction or loss, whether or not covered by insurance, to materially and adversely affecting the Assets assets, properties, financial condition, operating results, prospects or business of the Acquired Business that has had, or would reasonably be expected to have, a Material Adverse Effect; (f) Company; any waiver by Seller the Company of a valuable right or of a material debt owed to it; (g) ; any change satisfaction or amendment to a Material Contract discharge of any lien, claim or arrangement encumbrance or payment of any obligation by which Seller or any of its assets or properties is bound or subjectthe Company, except for changes such satisfaction, discharge or amendments which are expressly provided for or disclosed in this Agreement; (h) any change in the assets, liabilities, financial condition or operating results of Seller from that reflected in the Seller Financial Statements as of, and for the 7-month period ended, July 31, 2010, except changes payment made in the ordinary course of business that have is not beenmaterial to the assets, in properties, financial condition, operating results or business of the aggregate, material; (i) Company; any material change in or amendment to a material Contract or arrangement by which the contingent obligations Company, or any of Seller by way of guaranteeits respective assets or properties are bound or subject; any creation, endorsementincurrence or assumption, indemnityor agreement to create, warranty incur or otherwise; assume, any Indebtedness (j) any satisfaction or discharge of any Lien, Encumbrance or claim or payment of any obligation by Seller, except other than in the ordinary course of business that has not, or would not have, a Material Adverse Effect; (k) business); any material change in any compensation arrangement or agreement with any present or prospective employee; (l) any sale, assignment contractor or transfer of any Intellectual Property or other intangible assets (other than the sale or license of Seller’s products and services in the ordinary course of business); (m) any resignation or termination of employment of any officer or Key Employee, and Seller, to the best of its knowledge, does not know director of the impending resignation or termination of employment of any such officer or key employee (except as contemplated Company not approved by this Agreement); (n) any mortgage, pledge, transfer of a security interest in, or Encumbrance, created by Seller, with respect to the Assets; (o) any loans or guarantees made by Seller to or for the benefit of its employees, officers or managers, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (p) any reduction or other change in accounts and notes receivable of Seller; (q) any agreement or commitment by Seller to do any of the things described above in this Section 5.14Board; or (r) to the best of Seller’s knowledge, any other event or condition of any character that which would materially and adversely affect the assets, properties, financial condition, operating results or business of the Company; or any material adverse effect. Since the Balance Sheet Date, the Company: has hadnot accelerated or delayed collection of notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of business; has not changed the manner in any material respect in which their business has been conducted including billing of clients or collection of accounts receivable, purchases of goods and services or payment of accounts payable; has not lost or changed the relationship with any client, supplier, contractor, licensor, or would supplier which might reasonably be expected to haveadversely affect any of the assets of the Company, or their business or prospects with respect to any of the foregoing; has not made any change in the accounting principles and practices used by it from those applied in the preparation of its last balance sheet; has not entered into any agreement, Contract, lease, or license (or series of related agreements, Contracts, leases and licenses); has not accelerated, terminated, modified, or cancelled any agreement, Contract, lease or license (or series of related agreements, Contracts, leases and licenses) to which it is a Material Adverse Effectparty, or by which it is bound not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions).

Activities Since Balance Sheet Date. Since the Except as previously disclosed to Buyer in writing, since December 31, 2002, Seller Balance Sheet Date, there has not beennot: (a) Suffered any declarationchanges in its financial condition or the operations of its business, setting aside or payment or other distribution in respect of any of Seller’s membership interestsmaterially and adversely affecting its properties, or any direct or indirect redemptionthe earning power thereof, purchase or other acquisition of any of such membership interests by Seller other than the repurchase of membership interests from employees, officers, managers or consultants pursuant to agreements approved by the Managers of Seller under which Seller has the option to repurchase such membership interests at cost upon the occurrence of certain events, such as termination of employment or consultancy; (b) any debt, obligation or liability incurred, assumed or guaranteed by Seller except for those incurred in the ordinary course of Seller’s business (but not in excess of $50,000) and in amounts that would not have a Material Adverse Effect on the assets, condition, affairs or prospects of Seller; (c) the sale, exchange or other disposition by Seller of any assets or rights other than the sale of inventory in the ordinary course of business; (d) the entrance by Seller into any material transactions with any of its officers, managers, or employees or any entity controlled by any of such individuals; (e) suffered any damage, destruction or loss, whether or not covered by insuranceinsurance or not, to materially and adversely affecting the Assets properties or the Acquired Business that has hadearning power thereof. (b) Sold, exchanged, or would reasonably be expected to have, a Material Adverse Effect;otherwise disposed of any of its business or properties or any interest therein. (fc) Except in the ordinary course of business, entered into any waiver by Seller of a valuable right or of a material debt owed to it; (g) any change or amendment to a Material Contract Agreement or arrangement by which Seller selling, exchanging, or otherwise disposing of any of its assets or properties is bound granting any preferential or subject, except for changes other right to purchase any of its assets or amendments which are expressly provided for rights or disclosed in this Agreement;requiring the consent of any party to the transfer and assignment of such assets or rights. (hd) Discharged or satisfied any change in lien or encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities shown on its balance sheet, including non-current liabilities so shown which have become current by the assetspassage of time, liabilities, financial condition or operating results of Seller from current liabilities incurred since that reflected in the Seller Financial Statements as of, and for the 7-month period ended, July 31, 2010, except changes date in the ordinary course of business that have not been, business. (e) Except current liabilities incurred or obligations under contracts entered into in the aggregateordinary course of business, material;incurred or agreed to incur any contractual obligation of liability, absolute or contingent. (f) Issued any stock, bonds, or other securities, or any options with respect thereto. -------------------------------------------------------------------------------- Goldspring, Inc. - Ecovery, inc. Plan of Reorganization Effective: March 11, 2003 Page 3 of 15 Buyer's Initials______ Seller's Initials______ (g) Except to the extent consistent with past practice, granted any increase in the compensation of, or paid any bonus to, any employee. (h) Except in the ordinary course of business, waived any right or claim having value. (i) Declared to paid any material change in the contingent obligations of Seller by way of guaranteedividends, endorsementor made, indemnityor agreed to made, warranty or otherwise;agreed to make, any other distribution to any shareholder. (j) any satisfaction Mortgaged or discharge of any Lien, Encumbrance or claim or payment of any obligation by Sellerpledged or, except in the ordinary course of business that has notbusiness, subjected to lien, charge, or would not haveany other encumbrance any of its assets, a Material Adverse Effect;tangible or intangible. (k) Entered into any material change transaction or transactions the effect of which, considered as a whole, would be to cause its net ownership in any compensation arrangement or agreement with any employee;of its businesses to be materially less than it was at such date. (l) Sold, assigned, or transferred any salepatents, assignment or transfer of any Intellectual Property copyrights, or other intangible assets assets. (m) Had any labor troubles other than the sale or license routine grievance matters, none of Seller’s products and services which is material. (n) Entered into any transaction other than in the ordinary course of business); (m) any resignation or termination of employment of any officer or Key Employee, and Seller, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee (except as contemplated by this Agreement); (n) any mortgage, pledge, transfer of a security interest in, or Encumbrance, created by Seller, with respect to the Assets;. (o) Made any loans or guarantees made by Seller to or expenditure for the benefit of its employeescapital items, officers or managersincluding construction and work-in-process, or investment in stock of or advances in any members of their immediate families, other than travel advances and other advances made form to corporations or business firms in the ordinary course excess of its business; Five Thousand and No/100ths Dollars (p) any reduction or other change in accounts and notes receivable of Seller; (q) any agreement or commitment by Seller to do any of the things described above in this Section 5.14; or (r) to the best of Seller’s knowledge, any other event or condition of any character that has had, or would reasonably be expected to have, a Material Adverse Effect$5,000).

Activities Since Balance Sheet Date. Since the Seller Balance Sheet Date, with respect to the Operating Company, except as contemplated by this Agreement and the Ancillary Agreements and except as set forth in Section 4.20 of the Disclosure Schedule, there has not been: (a) any declarationchange in the assets, setting aside liabilities, financial condition or payment operating results of the Operating Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not been and would not reasonably be expected to have, individually or other distribution in respect of any of Seller’s membership intereststhe aggregate, or any direct or indirect redemption, purchase or other acquisition of any of such membership interests by Seller other than the repurchase of membership interests from employees, officers, managers or consultants pursuant to agreements approved by the Managers of Seller under which Seller has the option to repurchase such membership interests at cost upon the occurrence of certain events, such as termination of employment or consultancya Material Adverse Effect; (b) any debt, obligation or liability incurred, assumed or guaranteed by Seller except for those incurred material change in the ordinary course contingent obligations of Seller’s business (but not in excess the Operating Company by way of $50,000) and in amounts that would not have a Material Adverse Effect on the assetsguarantee, conditionendorsement, affairs indemnity, warranty or prospects of Sellerotherwise; (c) the sale, exchange or other disposition by Seller of any assets or rights other than the sale of inventory in the ordinary course of business; (d) the entrance by Seller into any material transactions with any of its officers, managers, or employees or any entity controlled by any of such individuals; (e) any damage, destruction or loss, whether or not covered by insurance, to the Assets or the Acquired Business that has had, or would reasonably be expected to have, a having Material Adverse EffectEffects (as presently conducted and as presently proposed to be conducted); (fd) any waiver by Seller the Operating Company of a valuable right or of a material debt owed to itdebt; (ge) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Operating Company, except such satisfaction, discharge or payment made in the ordinary course of business that is not material to the assets, properties, financial condition, operating results or business of the Operating Company; (f) any material change or amendment to a Material Contract material contract or arrangement by which Seller the Operating Company or any of its assets or properties is bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Agreement; (h) any change in the assets, liabilities, financial condition or operating results of Seller from that reflected in the Seller Financial Statements as of, and for the 7-month period ended, July 31, 2010, except changes in the ordinary course of business that have not been, in the aggregate, material; (i) any material change in the contingent obligations of Seller by way of guarantee, endorsement, indemnity, warranty or otherwise; (j) any satisfaction or discharge of any Lien, Encumbrance or claim or payment of any obligation by Seller, except in the ordinary course of business that has not, or would not have, a Material Adverse Effect; (kg) any material change in any compensation arrangement or agreement with any employeepresent or prospective director or Key Employee not approved by the Operating Company’s Board of Directors or comparable governing body; (lh) any sale, assignment or transfer of any Intellectual Property Proprietary Assets or other material intangible assets (other than of the sale or license of Seller’s products and services in the ordinary course of business)Operating Company; (mi) any resignation or termination of employment of any officer or Key Employee, and Seller, to the best of its knowledge, does not know Employee of the impending resignation or termination of employment of any such officer or key employee (except as contemplated by this Agreement)Operating Company; (nj) any mortgage, pledge, transfer of a security interest in, or Encumbrance, lien created by Sellerthe Operating Company, with respect to the Assetsany of its material properties or assets, except for Permitted Liens; (ok) any loans or guarantees made by Seller to or for the benefit of its employeesdebt, officers or managersobligation, or any members liability incurred, assumed or guaranteed by the Operating Company individually in excess of their immediate familiesUS$50,000 or in excess of US$100,000 in the aggregate, other than travel advances and other advances made trade or business liabilities incurred in the ordinary course of its business; (pl) any reduction declaration, setting aside or payment or other change distribution in accounts and notes receivable respect of Sellerthe Operating Company’s registered capital, or any direct or indirect redemption, purchase or other acquisition of any of such registered capital by the Operating Company; (qm) any failure to conduct business in the ordinary course, consistent with the Operating Company’s reasonably prudent past practices; or (n) any agreement or commitment by Seller the Operating Company to do any of the things described above in this Section 5.14; or (r) to the best of Seller’s knowledge, any other event or condition of any character that has had, or would reasonably be expected to have, a Material Adverse Effect4.20.

Activities Since Balance Sheet Date. Since Except as specifically set forth in this Agreement or in the Seller Draft Registration Statement and with respect to the Closing, since the Balance Sheet Date, with respect to each Group Company, other than the transactions as contemplated in accordance with the Transaction Agreements, there has not been: (a) any declarationchange in the assets, setting aside liabilities, financial condition or payment operating results of the Group Companies, except changes in the ordinary course of business that have not been, individually or other distribution in respect of any of Seller’s membership intereststhe aggregate, or any direct or indirect redemption, purchase or other acquisition of any of such membership interests by Seller other than the repurchase of membership interests from employees, officers, managers or consultants pursuant to agreements approved by the Managers of Seller under which Seller has the option to repurchase such membership interests at cost upon the occurrence of certain events, such as termination of employment or consultancymaterially adverse; (b) any debt, obligation or liability incurred, assumed or guaranteed by Seller except for those incurred material change in the ordinary course contingent obligations of Seller’s business (but not in excess the Group Companies by way of $50,000) and in amounts that would not have a Material Adverse Effect on the assetsguarantee, conditionendorsement, affairs indemnity, warranty or prospects of Sellerotherwise; (c) the sale, exchange or other disposition by Seller of any assets or rights other than the sale of inventory in the ordinary course of business; (d) the entrance by Seller into any material transactions with any of its officers, managers, or employees or any entity controlled by any of such individuals; (e) any damage, destruction or loss, whether or not covered by insurance, to the Assets or the Acquired Business that has had, or would reasonably be expected to have, having a Material Adverse Effect; (fd) any waiver by Seller any Group Company of a valuable right or of a material debt owed to itdebt; (ge) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by any Group Company, except such satisfaction, discharge or payment made in the ordinary course of business that is not material to the assets, properties, financial condition, operating results or business of such Group Company; (f) any change or amendment to a Material Contract or arrangement by which Seller or any of its assets or properties is bound or subjectContract, except for changes or amendments which are expressly provided for or disclosed in this Agreement; (h) any change in the assets, liabilities, financial condition or operating results of Seller from that reflected in the Seller Financial Statements as of, and for the 7-month period ended, July 31, 2010, except changes in the ordinary course of business that have not been, in the aggregate, material; (i) any material change in the contingent obligations of Seller by way of guarantee, endorsement, indemnity, warranty or otherwise; (j) any satisfaction or discharge of any Lien, Encumbrance or claim or payment of any obligation by Seller, except in the ordinary course of business that has not, or would not have, a Material Adverse Effect; (kg) any material change in any compensation arrangement or agreement with any employeeKey Employee as set forth in Exhibit E (the “Key Employees”), officer, contractor or director not approved by the applicable Group Company’s board of directors or comparable governing body; (lh) any sale, assignment or transfer of any Intellectual Property Proprietary Assets or other material intangible assets (other than the sale or license of Seller’s products and services in the ordinary course of business)any Group Company; (mi) any resignation or termination of employment of any officer or Key Employee, and Seller, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee (except as contemplated by this Agreement); (nj) any mortgage, pledge, transfer of a security interest in, or Encumbrance, lien created by Sellerthe Company, with respect to the Assetsany of its material properties or assets, except liens for taxes not yet due or payable; (ok) any loans debt, obligation, or guarantees made liability incurred, assumed or guaranteed by Seller to any Group Company individually in excess of US$1,000,000 or for in excess of US$2,500,000 in the benefit aggregate; (l) any declaration, setting aside or payment or other distribution in respect of its employees, officers any Group Company’s share capital or managersregistered capital, or any members direct or indirect redemption, purchase or other acquisition of their immediate families, other than travel advances and other advances made any of such share capital or registered capital by any Group Company; (m) any failure to conduct business in the ordinary course of its business;course, consistent with each Group Company’s reasonably prudent past practices; or (p) any reduction or other change in accounts and notes receivable of Seller; (qn) any agreement or commitment by Seller any Group Company to do any of the things described above in this Section 5.14; or (r) to the best of Seller’s knowledge, any other event or condition of any character that has had, or would reasonably be expected to have, a Material Adverse Effect4.16.

Activities Since Balance Sheet Date. Since Other than as contemplated in this Agreement, since the Balance Sheet Date, neither the LLC nor the Seller has: (a) formed or acquired or disposed of any interest in any corporation, partnership, joint venture, or other entity; (b) written up, written down, or written off the book value of any amount of assets; (c) declared, paid, or set aside for payment any dividend or distribution with respect to its capital stock; (d) redeemed, purchased, or otherwise acquired, or sold, granted, or otherwise disposed of, directly or indirectly, any of its capital stock or securities or any rights to acquire such capital stock or securities, or agreed to changes in the terms and conditions of any such rights; (e) increased the compensation of or paid or accrued any bonus to any employee or contributed or accrued or contributed to any employee benefit plan, other than in accordance with policies, practices, or requirements established and in effect on the Balance Sheet Date; (f) entered into any employment, compensation, consulting or collective bargaining agreement with any person or group, other than in the ordinary course of business; (g) entered into, adopted, or materially amended any employee benefit plan; or (h) entered into any other material commitment or transaction not disclosed elsewhere herein. In addition to the foregoing, since the Balance Sheet Date, there has not been: (a) any declaration, setting aside or payment or other distribution in respect of any of Seller’s membership interests, or any direct or indirect redemption, purchase or other acquisition of any of such membership interests by Seller other than the repurchase of membership interests from employees, officers, managers or consultants pursuant to agreements approved by the Managers of Seller under which Seller has the option to repurchase such membership interests at cost upon the occurrence of certain events, such as termination of employment or consultancy; (b) any debt, obligation or liability incurred, assumed or guaranteed by Seller except for those incurred in the ordinary course of Seller’s business (but not in excess of $50,000) and in amounts that would not have a Material Adverse Effect on the assets, condition, affairs or prospects of Seller; (c) the sale, exchange or other disposition by Seller of any assets or rights other than the sale of inventory in the ordinary course of business; (d) the entrance by Seller into any material transactions with any of its officers, managers, or employees or any entity controlled by any of such individuals; (ei) any damage, destruction or loss, whether or not covered by insurance, to materially and adversely affecting the Assets assets, properties, financial condition, operating results, prospects or business of the LLC or the Acquired Business that has had, or would reasonably Seller (as currently conducted and as currently proposed to be expected to have, a Material Adverse Effectconducted); (fj) any waiver by the LLC or the Seller of a valuable right or of a material debt owed to it; (gk) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the LLC or the Seller, except such a satisfaction, discharge or payment made in the ordinary course of business that is not material to the assets, properties, financial condition, operating results or business of the LLC or the Seller; (l) any material change or amendment to a Material Contract material agreement or arrangement by which the LLC or the Seller or any of its their assets or properties is are bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Agreement; (h) any change in the assets, liabilities, financial condition or operating results of Seller from that reflected in the Seller Financial Statements as of, and for the 7-month period ended, July 31, 2010, except changes in the ordinary course of business that have not been, in the aggregate, material; (i) any material change in the contingent obligations of Seller by way of guarantee, endorsement, indemnity, warranty or otherwise; (j) any satisfaction or discharge of any Lien, Encumbrance or claim or payment of any obligation by Seller, except in the ordinary course of business that has not, or would not have, a Material Adverse Effect; (k) any material change in any compensation arrangement or agreement with any employee; (l) any sale, assignment or transfer of any Intellectual Property or other intangible assets (other than the sale or license of Seller’s products and services in the ordinary course of business); (m) any resignation or termination of employment of any officer or Key Employee, and Seller, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee (except as contemplated by this Agreement); (n) any mortgage, pledge, transfer of a security interest in, or Encumbrance, created by Seller, with respect to the Assets; (o) any loans or guarantees made by Seller to or for the benefit of its employees, officers or managers, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (p) any reduction or other change in accounts and notes receivable of Seller; (q) any agreement or commitment by Seller to do any of the things described above in this Section 5.14; or (r) to the best of Seller’s 's knowledge, any other event or condition of any character that has hadwhich would materially and adversely affect the assets, properties, financial condition, operating results or would reasonably be expected to have, a Material Adverse Effectbusiness of the LLC or the Seller.

Activities Since Balance Sheet Date. Since the Seller Balance Sheet Date, except as contemplated in the Transaction Documents, with respect to each BabyCare Company, there has not been: (a) any declarationchange in the assets, setting aside liabilities, financial condition or payment or other distribution in respect of any of Seller’s membership interests, or any direct or indirect redemption, purchase or other acquisition of any operating results of such membership interests by Seller other than BabyCare Company from that reflected in the repurchase Financial Statements, except changes in the ordinary course of membership interests from employees, officers, managers or consultants pursuant business of such BabyCare Company that have not been adverse to agreements approved by the Managers of Seller under which Seller has the option to repurchase such membership interests at cost upon the occurrence of certain events, such as termination of employment or consultancyBabyCare Company; (b) any debt, obligation or liability incurred, assumed or guaranteed by Seller except for those incurred change in the ordinary course contingent obligations of Seller’s business (but not in excess such BabyCare Company by way of $50,000) and in amounts that would not have a Material Adverse Effect on the assetsguarantee, conditionendorsement, affairs indemnity, warranty or prospects of Sellerotherwise; (c) the sale, exchange or other disposition by Seller of any assets or rights other than the sale of inventory in the ordinary course of business; (d) the entrance by Seller into any material transactions with any of its officers, managers, or employees or any entity controlled by any of such individuals; (e) any damage, destruction or loss, whether or not covered by insurance, adversely affecting the assets, properties, financial condition, operating results, prospects or business of such BabyCare Company (as presently conducted and as proposed to be conducted); (d) any waiver by such BabyCare Company of a valuable right or of any debt; (e) any satisfaction or discharge of any Encumbrance or payment of any Indebtedness or obligation by such BabyCare Company, except such satisfaction, discharge or payment made in the Assets ordinary course of business of such BabyCare Company that do not constitute or result in, the Acquired Business that has had, or would reasonably be expected to haveaggregate, a Material Adverse Effect; (f) any waiver by Seller of a valuable right or of a material debt owed to it; (g) any change or amendment to a Material Contract or arrangement by which Seller such BabyCare Company or any of its assets or properties is bound or subject, except for changes or amendments which are expressly provided for or disclosed in this Agreement; (hg) any change in the assets, liabilities, financial condition or operating results of Seller from that reflected in the Seller Financial Statements as of, and for the 7-month period ended, July 31, 2010, except changes in the ordinary course of business that have not been, in the aggregate, material; (i) any material change in the contingent obligations of Seller by way of guarantee, endorsement, indemnity, warranty or otherwise; (j) any satisfaction or discharge of any Lien, Encumbrance or claim or payment of any obligation by Seller, except in the ordinary course of business that has not, or would not have, a Material Adverse Effect; (k) any material change in any compensation arrangement or agreement with any present or prospective employee, contractor or director other than normal budgeted adjustments consistent with its past practices; (lh) any sale, assignment or transfer of any Intellectual Property Proprietary Assets or other intangible assets (other than the sale or license of Seller’s products and services in the ordinary course of business)such BabyCare Company; (mi) any resignation or termination of employment of with any officer or Key Employee, and Seller, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer or key employee (except as contemplated by this Agreement)Employees; (nj) any mortgage, pledge, transfer of a security interest in, or Encumbrance, Encumbrance created by Sellersuch BabyCare Company, with respect to any of such BabyCare Company’s properties or assets, except for Encumbrances for taxes not yet due or payable; (k) any debt, obligation, or liability incurred, assumed or guaranteed by such BabyCare Company individually in excess of US$50,000, or in excess of US$100,000 in the Assetsaggregate; (l) any declaration, setting aside or payment or other distribution in respect of any of such BabyCare Company’s Equity Securities, or any direct or indirect redemption, purchase or other acquisition of any of such Equity Securities by such BabyCare Company; (m) any failure to conduct business in the ordinary course of business; (n) any transactions with any Interested Party of any BabyCare Company; (o) any loans or guarantees made by Seller to or for the benefit of its employees, officers or managers, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (p) any reduction or other change in accounts and notes receivable of Seller; (q) any agreement or commitment by Seller to do any of the things described above in this Section 5.14; or (r) to the best of Seller’s knowledge, any other event or condition of any character that has had, or would which could reasonably be expected to have, constitute or result in a Material Adverse Effect; or (p) any agreement or commitment by the Seller or any BabyCare Company to do any of the things described above.