Common use of Business Changes Clause in Contracts

Business Changes. Since the Latest Balance Sheet Date, each Seller has operated the Business in the Ordinary Course of Business, and except as set forth in Schedule 2.7 or as contemplated by this Agreement, there has not been: (a) any material adverse change in the condition of the Citadel Entities, taken as a whole (financial or other) or the business, assets, properties or results of operations of the Citadel Entities, taken as a whole, or any actions, omissions or events that, individually or in the aggregate, materially and adversely affects the ability of the parties hereto to consummate the transactions contemplated hereby (a “Material Adverse Change”); (b) any revaluation by a Seller of any of the Assets, including the writing down or off of notes or accounts receivable, other than in the Ordinary Course of Business; (c) any entry by a Citadel Entity into any material commitment or transaction, including incurring or agreeing to incur capital expenditures in excess of, or any entry into any lease obligations with aggregate payments in excess of, $20,000, individually or $60,000 in the aggregate; (d) any breach or default (or event that with notice or lapse of time would constitute a breach or default), termination or threatened termination under any Business Contract or amendment to such Business Contract in any manner adverse to a Seller, or any acceleration of any obligations thereunder, if and to the extent any such events would, individually or in the aggregate, constitute a Material Event; (e) any changes by a Citadel Entity in its accounting methods, principles or practices; (f) except as contemplated in this Agreement, any increase in the benefits under, or the establishment or amendment of, any Employee Benefit Plan (as defined in Section 2.13(a)), or any increase in the compensation payable or to become payable to any director, manager, officer or employee of a Seller, except for annual merit increases in salaries or wages in the Ordinary Course of Business; (g) as of the date hereof, the termination of employment (whether voluntary or involuntary) of any employee of a Seller; (h) any theft, condemnation or eminent domain proceeding or any damage, destruction or casualty loss affecting any asset of a Citadel Entity, whether or not covered by insurance, if any such events would, individually or in the aggregate, constitute a Material Event; (i) any sale, assignment, lease or transfer (other than within any Citadel Entity’s organization or between Citadel Entities) of any asset, except in the Ordinary Course of Business; (j) any waiver by a Citadel Entity of any material rights related to the Business or the Assets; (k) any mortgage, pledge or other encumbrance of any Asset, other than Permitted Liens; (l) any notice received by any Citadel Entity of any claim or potential claim of ownership by any Person other than a Seller of the Intellectual Property, or of infringement by a Citadel Entity or the Business of any other Person’s intellectual property rights; (m) any declaration, setting aside or payment of any dividend by a Citadel Entity, or the making of any other distribution in respect of the capital stock of a Citadel Entity, or any direct or indirect redemption, purchase or other acquisition by a Citadel Entity of its own capital stock other than pursuant to the Preferred Holder Agreement; (n) any labor trouble or claim of unfair labor practices involving a Citadel Entity; (o) any loss, or any known development that could reasonably be expected to result in a loss, of any significant supplier, customer, distributor or account of a Seller; (p) [intentionally omitted]; (q) any agreement or understanding by a Citadel Entity or their respective employees, agents or Affiliates to do or resulting in any of the foregoing (other than negotiations with Parent and Buyer and their representatives regarding the transactions contemplated by this Agreement or the Seller Documents); or (r) any other transaction, agreement or commitment entered into or affecting the Business or the Assets by a Citadel Entity, except in the Ordinary Course of Business or that otherwise, individually or in the aggregate, is not a Material Event and would not reasonably be expected to result in a Material Adverse Change.

Business Changes. Since Except as set forth on Schedule 8.5, since the Latest Seller's ---------------- ------------ Balance Sheet Date, each Seller has operated the Business in the Ordinary Course of Business, and except as set forth in Schedule 2.7 or as contemplated by this Agreement, there has not been: (a) with respect to the Business, Seller or the Purchased Assets, any material adverse change in the condition of the Citadel Entities, taken as a whole or prospects (financial or other); (ii) material damage, destruction or loss (whether or not covered by insurance); or (iii) material transaction outside the ordinary course of business, assets, properties or results of operations of the Citadel Entities, taken as a whole, or any actions, omissions or events that, individually or in the aggregate, materially and adversely affects the ability of the parties hereto to consummate the transactions contemplated hereby (a “Material Adverse Change”); (b) any revaluation by a Seller sale, lease, transfer, assignment, abandonment or other disposition of any of asset that if owned by Seller on the Assets, including the writing down or off of notes or accounts receivable, Closing Date would have been a Purchased Asset (other than in the Ordinary Course ordinary course of Businessbusiness); (c) any entry by a Citadel Entity into notice or indication of termination or potential termination of any other material commitment contract, lease or transactionrelationship, including incurring which, in any case or agreeing to incur capital expenditures in excess of, or any entry into any lease obligations with aggregate payments in excess of, $20,000, individually or $60,000 in the aggregate, has or may have an adverse effect upon the Business or the Purchased Assets; (d) any breach change in the rate of compensation, commission, bonus or default (other direct or event that with notice indirect remuneration payable or lapse of time would constitute a breach or default), termination or threatened termination under any Business Contract or amendment to such Business Contract in any manner adverse to a Sellerbe paid, or any acceleration agreement or promise to pay, conditionally or otherwise, any extra compensation to any officer, director or employee of any obligations thereunderSeller, if and to the extent any such events would, individually or other than in the aggregate, constitute a Material Eventordinary course of business consistent with past practice ; (e) any changes by a Citadel Entity other change in its accounting methodsthe selling, principles pricing, advertising or practicespersonnel practices of Seller inconsistent with Seller's prior practice and prudent business practices prevailing in the industry; (f) except as contemplated in this Agreement, any increase payment of any liability other than those then required to be discharged or satisfied or current liabilities shown on the Seller's Balance Sheet and current liabilities incurred since the Seller's Balance Sheet in the benefits under, or the establishment or amendment of, any Employee Benefit Plan (as defined in Section 2.13(a)), or any increase in the compensation payable or to become payable to any director, manager, officer or employee ordinary course of a Seller, except for annual merit increases in salaries or wages in the Ordinary Course of Businessbusiness and consistent with past practices; (g) as any intercompany loans or payments, dividends or transfers of cash or other assets by Seller out of the date hereof, ordinary course of business other than the termination payments to the Shareholder of employment (whether voluntary or involuntary) of any employee of a Sellerthe cash reflected on the Closing Balance Sheet in accordance with Section 4.3(a); (h) any theft, condemnation or eminent domain proceeding or any damage, destruction or casualty loss affecting any asset material deviation from the ordinary and usual course of a Citadel Entity, whether or not covered by insurance, if any such events would, individually or in conducting the aggregate, constitute a Material Eventoperation of the Business; (i) any salemortgage, assignment, lease pledge or transfer (other than within any Citadel Entity’s organization or between Citadel Entities) creation of any assetlien, except in charge, security interest or other encumbrance on any of the Ordinary Course of BusinessPurchased Assets; (j) any waiver by a Citadel Entity change or modification of any material rights related to the Business Seller's accounting methods or the Assetspractices; (k) any mortgage, pledge or other encumbrance of any Asset, other than Permitted Liensindebtedness incurred by Seller for money borrowed; (l1) any notice received by any Citadel Entity capital expenditures in excess of any claim or potential claim of ownership by any Person other than a Seller of the Intellectual Property, or of infringement by a Citadel Entity or the Business of any other Person’s intellectual property rights$50,000; (m) any declaration, setting aside negotiations or payment of any dividend by a Citadel Entity, or contract for the making of any other distribution in respect sale of the capital stock of a Citadel EntityBusiness, or any direct part thereof or indirect redemptionfor the purchase of another business, purchase or other acquisition whether by a Citadel Entity merger, consolidation, exchange of its own capital stock or otherwise (other than pursuant negotiations with respect to the Preferred Holder this Agreement); (n) any labor trouble declaration of payment of dividends upon or claim in respect of unfair labor practices involving a Citadel Entity;any of its shares of capital stock, or redemption or obligation to redeem any of its shares of capital stock or other securities, other than the payments to the Shareholder of the cash reflected on the Closing Balance Sheet in accordance with Section 4.3(a); or (o) any lossencounter with any labor union organizing activity, any actual or threatened employee strikes, works stoppages, slowdowns or lockouts or any known development that could reasonably be expected to result material change in a loss, of any significant supplier, customer, distributor or account of a Seller; (p) [intentionally omitted]; (q) any agreement or understanding by a Citadel Entity or their respective its relations with its employees, agents or Affiliates to do or resulting in any of the foregoing (other than negotiations with Parent agents, customers and Buyer and their representatives regarding the transactions contemplated by this Agreement or the Seller Documents); or (r) any other transaction, agreement or commitment entered into or affecting the Business or the Assets by a Citadel Entity, except in the Ordinary Course of Business or that otherwise, individually or in the aggregate, is not a Material Event and would not reasonably be expected to result in a Material Adverse Changesuppliers.

Business Changes. Since the Latest Balance Sheet Date, each Seller has operated the Business in the Ordinary Course of Business, and except Except as set forth in on Schedule 2.7 or as contemplated by this Agreement4.9 attached hereto, since November 30, 1997, there has not been: (a) any material adverse change in the condition of the Citadel Entities, taken as a whole (financial or otherotherwise) or in the businessoperations, assetsassets or business prospects of Seller, properties any material damage, destruction or results of operations of loss (whether or not covered by insurance) to the Citadel Entities, taken as a wholeBusiness or the Purchased Assets, or any actionsmaterial transaction outside the ordinary course of business affecting Seller, omissions the Business or events thatthe Purchased Assets, individually including, without limitation, any material adverse change in Seller's revenues, costs, or in the aggregateSeller's relations with its employees, materially and adversely affects the ability of the parties hereto to consummate the transactions contemplated hereby (a “Material Adverse Change”)agents, customers or suppliers; (b) any revaluation by a Seller sale, lease, transfer, assignment, abandonment or other disposition of any asset of Seller which, if owned on the AssetsClosing Date, including the writing down or off of notes or accounts receivablewould be a Purchased Asset, other than except for dispositions in the Ordinary Course ordinary course of Businessbusiness; (c) any entry by a Citadel Entity into payment of any material commitment liability other than (i) liabilities then required to be discharged or transactionsatisfied, including incurring (ii) current liabilities shown on the November 30 Balance Sheet and (iii) current liabilities incurred since the November 30 Balance Sheet Date in the ordinary course of business and consistent with past practices; (d) any indebtedness incurred by Seller for money borrowed; (e) any intercompany loans or agreeing to incur payments, dividends or transfers of cash or other assets by Seller made outside the ordinary course of business; (f) any material deviation from the ordinary and usual course of conducting the Business (including, without limitation, Inventory purchasing practices) in contemplation of the transactions contemplated by this Agreement; (g) any capital expenditures in excess of, of $50,000 in any single transaction or any entry into any lease obligations with aggregate payments in excess of, of $20,000, individually or $60,000 100,000 in the aggregate; (d) any breach or default (or event that with notice or lapse of time would constitute a breach or default), termination or threatened termination under any Business Contract or amendment to such Business Contract in any manner adverse to a Seller, or any acceleration of any obligations thereunder, if and to the extent any such events would, individually or in the aggregate, constitute a Material Event; (e) any changes by a Citadel Entity in its accounting methods, principles or practices; (f) except as contemplated in this Agreement, any increase in the benefits under, or the establishment or amendment of, any Employee Benefit Plan (as defined in Section 2.13(a)), or any increase in the compensation payable or to become payable to any director, manager, officer or employee of a Seller, except for annual merit increases in salaries or wages in the Ordinary Course of Business; (g) as of the date hereof, the termination of employment (whether voluntary or involuntary) of any employee of a Seller; (h) any theftmortgage, condemnation pledge or eminent domain proceeding creation of any lien, charge, security interest or other encumbrance on any damage, destruction or casualty loss affecting any asset of a Citadel Entity, whether or not covered by insurance, if any such events would, individually or in the aggregate, constitute a Material EventSeller's assets; (i) except for negotiations with respect to this Agreement, any salenegotiations or contract for the sale of the Business or any part thereof, assignmentor for the purchase of another business, lease whether by merger, consolidation, exchange of capital stock or transfer (other than within any Citadel Entity’s organization or between Citadel Entities) of any asset, except in the Ordinary Course of Businessotherwise; (j) any waiver by a Citadel Entity notice (written or otherwise) that any customer of Seller which accounts for 5% or more of Seller's total net sales for the prior 12 months may terminate or materially alter its relationship with Seller or any notice of termination or potential termination of any material rights related other contract, lease or relationship, including relationships with suppliers, which, in any case or in the aggregate, has or is reasonably likely to have a Material Adverse Effect upon the Business or the Purchased Assets; (k) any mortgage, pledge change or other encumbrance modification of any Asset, other than Permitted LiensSeller's accounting methods or practices or Seller's banking arrangements; (l) any notice received by any Citadel Entity payment of any claim or potential claim of ownership by any Person other than a Seller of the Intellectual Propertydividends, or declaration of infringement by a Citadel Entity payment of dividends, to Seller's shareholders, nor has Seller redeemed, or the Business obligated itself to redeem, any of any its shares of capital stock or other Person’s intellectual property rightssecurities; (m) any declarationencounter with any labor union organizing activity, setting aside any actual or payment of any dividend by a Citadel Entitythreatened employee strikes, work stoppages, slow-downs or the making of any other distribution in respect of the capital stock of a Citadel Entity, lockouts or any direct material change in the relations of Seller with its employees, agents, customers or indirect redemption, purchase or other acquisition by a Citadel Entity of its own capital stock other than pursuant to the Preferred Holder Agreementsuppliers; (n) any labor trouble change in the rate of compensation, commission, bonus or claim other direct or indirect remuneration, or any extra compensation, pension, severance or vacation pay, payable or paid or promised to pay (whether orally or in writing), conditionally or otherwise, to any shareholder, director, officer, employee, sales distributor or agent of unfair labor practices involving a Citadel Entity;Seller except for any such changes that were made in the ordinary course of business consistent with past practices; or (o) any lossfailure by Seller to replenish its inventories and supplies in a normal and customary manner consistent with its prior practice, any purchase commitment in excess of the normal, ordinary and usual requirements of the Business or at any price in excess of the then current market price, or any known development that could reasonably be expected to result in a loss, of any significant supplier, customer, distributor or account of a Seller; (p) [intentionally omitted]; (q) any agreement or understanding by a Citadel Entity or their respective employees, agents or Affiliates to do or resulting in any of the foregoing (other than negotiations with Parent and Buyer and their representatives regarding the transactions contemplated by this Agreement or the Seller Documents); or (r) any other transaction, agreement or commitment entered into or affecting the Business or the Assets by a Citadel Entity, except change in the Ordinary Course of Business selling, pricing, advertising or that otherwise, individually or in the aggregate, is not a Material Event and would not reasonably be expected to result in a Material Adverse Changepersonnel practices inconsistent with Seller's prior practice.

Business Changes. Since Except for the Latest Balance Sheet Date, each Seller has operated the Business in the Ordinary Course of Business, and except as set forth in Schedule 2.7 or as transactions contemplated by this AgreementAgreement and the Xxxx of Sale, Assignment and Assumption between Seller and Newco (the "XXXX OF SALE"), since June 30, 1999, there has not been:: EXHIBIT 2.2 (a1) any material adverse change in the condition of the Citadel Entities, taken as a whole (financial or other) or the business, assetsfinancial condition, properties operations or results of operations of the Citadel EntitiesBusiness, taken as a wholeor material damage, destruction or loss (whether or not covered by insurance) affecting the Business or the Operating Assets; (2) any sale, lease, abandonment or other disposition of any material equipment or other operating property associated with the Business except for dispositions in the ordinary course of business; (3) any material transfer or other disposition or purchase or other acquisition of any properties or assets used in the Business (real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practice; (4) any deviation from the ordinary and usual course by Seller in the conduct of the Business, including, without limitation, any payment to any stockholder, former stockholder, officer, director or affiliated party other than regular compensation paid in the ordinary course of business, or any actionsincrease in compensation of any officer, omissions director or events thatemployee (including, individually without limitation, any increase pursuant to any bonus, pension, profit sharing or in other plan or commitment) or the aggregateadoption of any new benefit program, materially and adversely affects the ability of the parties hereto to consummate the transactions contemplated hereby (a “Material Adverse Change”)plan or other arrangement for officers, directors or employees; (b5) any revaluation change in accounting methods or practices followed by a Seller of any of in connection with the Assets, including the writing down or off of notes or accounts receivable, other than in the Ordinary Course of Business; (c6) any entry by a Citadel Entity into increase in any material commitment obligations or transactionliabilities (whether absolute, including incurring accrued, contingent or agreeing otherwise and whether due or to incur capital expenditures become due), except items incurred in the ordinary course of business, in excess of, or any entry into any lease obligations with aggregate payments in excess of, of $20,000, 5,000 individually or $60,000 20,000 in the aggregate; (d7) except for Permitted Encumbrances, any breach or default Operating Asset which has been subjected to any Lien of any kind, except for liens for current taxes not yet due; (or event that with notice 8) any disposition of or lapse of time would constitute a breach or default), termination or threatened termination under any Business Contract or amendment to such Business Contract in any manner adverse to a Seller, or any acceleration of any obligations thereunder, if and rights to the extent any such events would, individually or use of the Intellectual Property included in the aggregate, constitute a Material Event; (e) any changes by a Citadel Entity in its accounting methods, principles Operating Assets or practices; (f) except as contemplated in this Agreement, any increase in the benefits under, or the establishment or amendment of, any Employee Benefit Plan (as defined in Section 2.13(a)), or any increase in the compensation payable or to become payable disclosure to any director, manager, officer or employee of a Seller, except for annual merit increases in salaries or wages in the Ordinary Course of Business; (g) as of the date hereof, the termination of employment (whether voluntary or involuntary) of any employee of a Seller; (h) any theft, condemnation or eminent domain proceeding or any damage, destruction or casualty loss affecting any asset of a Citadel Entity, whether or not covered by insurance, if any such events would, individually or in the aggregate, constitute a Material Event; (i) any sale, assignment, lease or transfer (person other than within any Citadel Entity’s organization or between Citadel Entities) representatives of any asset, except in the Ordinary Course of Business; (j) any waiver by a Citadel Entity Newco of any material rights related to trade secret, formula, process or know-how included in the Business or the Assets; (k) any mortgage, pledge or other encumbrance Operating Assets not theretofore a matter of any Asset, other than Permitted Liens; (l) any notice received by any Citadel Entity of any claim or potential claim of ownership by any Person other than a Seller of the Intellectual Property, or of infringement by a Citadel Entity or the Business of any other Person’s intellectual property rights; (m) any declaration, setting aside or payment of any dividend by a Citadel Entity, or the making of any other distribution in respect of the capital stock of a Citadel Entity, or any direct or indirect redemption, purchase or other acquisition by a Citadel Entity of its own capital stock other than pursuant to the Preferred Holder Agreement; (n) any labor trouble or claim of unfair labor practices involving a Citadel Entity; (o) any loss, or any known development that could reasonably be expected to result in a loss, of any significant supplier, customer, distributor or account of a Seller; (p) [intentionally omitted]; (q) any agreement or understanding by a Citadel Entity or their respective employees, agents or Affiliates to do or resulting in any of the foregoing (other than negotiations with Parent and Buyer and their representatives regarding the transactions contemplated by this Agreement or the Seller Documents)public knowledge; or (r9) any other transaction, agreement or commitment entered into or affecting the Business or the Assets by a Citadel Entity, except in the Ordinary Course writing to take any action described in clauses (1) through (8) of Business or that otherwise, individually or in the aggregate, is not a Material Event and would not reasonably be expected to result in a Material Adverse Changethis Section 4(n).

Business Changes. Since the Latest Balance Sheet DateMarch 31, each Seller has operated the Business in the Ordinary Course of Business, and except as set forth in Schedule 2.7 or as contemplated by this Agreement2002, there has not been: (a) any material adverse change in the assets, liabilities, financial condition or operating results of the Citadel EntitiesCompany from that reflected in the Balance Sheet, taken as a whole (financial or other) or except changes in the businessordinary course of business that have not, assets, properties or results of operations of the Citadel Entities, taken as a whole, or any actions, omissions or events that, individually or in the aggregate, materially and adversely affects the ability of the parties hereto to consummate the transactions contemplated hereby (had a “Material Adverse Change”)Effect; (b) any revaluation by a Seller of any of the Assets, including the writing down or off of notes or accounts receivable, other than in the Ordinary Course of Business; (c) any entry by a Citadel Entity into any material commitment or transaction, including incurring or agreeing to incur capital expenditures in excess of, or any entry into any lease obligations with aggregate payments in excess of, $20,000, individually or $60,000 in the aggregate; (d) any breach or default (or event that with notice or lapse of time would constitute a breach or default), termination or threatened termination under any Business Contract or amendment to such Business Contract in any manner adverse to a Seller, or any acceleration of any obligations thereunder, if and to the extent any such events would, individually or in the aggregate, constitute a Material Event; (e) any changes by a Citadel Entity in its accounting methods, principles or practices; (f) except as contemplated in this Agreement, any increase in the benefits under, or the establishment or amendment of, any Employee Benefit Plan (as defined in Section 2.13(a)), or any increase in the compensation payable or to become payable to any director, manager, officer or employee of a Seller, except for annual merit increases in salaries or wages in the Ordinary Course of Business; (g) as of the date hereof, the termination of employment (whether voluntary or involuntary) of any employee of a Seller; (h) any theft, condemnation or eminent domain proceeding or any damage, destruction or casualty loss affecting any asset of a Citadel Entityloss, whether or not covered by insurance, if having a Material Adverse Effect; (c) any waiver or compromise by the Company of a material debt owed to it; (d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and not having a Material Adverse Effect; (e) any material change to a material contract or agreement by which the Company or any of its assets is bound or subject; (f) any material change in any compensation agreement or agreement with any employee, officer, director or stockholder; (g) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets; (h) any resignation or termination of employment of any officer or key employee of the Company; and the Company is not aware of any pending resignation or termination of any such events would, individually officer or in the aggregate, constitute a Material Eventkey employee; (i) any salemortgage, assignmentpledge, lease transfer of a security interest on or transfer (other than within lien, created by the Company, with respect to any Citadel Entity’s organization of its material properties or between Citadel Entities) of any assetassets, except in the Ordinary Course of Businessliens for taxes not yet due or payable; (j) any waiver loans or guarantees made by a Citadel Entity the Company to or for the benefit of its employees, officers or directors or any material rights related to members of their immediate families, other than travel advances and other advances made in the Business or the Assetsordinary course of business; (k) any mortgage, pledge or other encumbrance of any Asset, other than Permitted Liens; (l) any notice received by any Citadel Entity of any claim or potential claim of ownership by any Person other than a Seller of the Intellectual Property, or of infringement by a Citadel Entity or the Business of any other Person’s intellectual property rights; (m) any declaration, setting aside or payment of any dividend by a Citadel Entity, or the making of any other distribution in respect to any of the Company’s capital stock of a Citadel Entitystock, or any direct or indirect redemption, purchase purchase, or other acquisition of any of such capital stock by a Citadel Entity the Company, except the repurchase of shares of Common Stock issued or held by employees, consultants, directors or service providers of or to the corporation or any of its own capital stock other than subsidiaries upon termination of their employment or services pursuant to agreements providing for the Preferred Holder Agreementright of such repurchase between the corporation and such persons and the repurchase of shares of Common Stock in connection with the exercise of the right of first refusal pursuant to agreements providing for the right of first refusal between the Company and any of its stockholders; (l) any material change in the accounting methods or practices followed by the Company; (m) to the Company’s knowledge, any other event or condition that might have a Material Adverse Effect; or (n) any labor trouble arrangement or claim of unfair labor practices involving a Citadel Entity; (o) any loss, or any known development that could reasonably be expected to result in a loss, of any significant supplier, customer, distributor or account of a Seller; (p) [intentionally omitted]; (q) any agreement or understanding by a Citadel Entity or their respective employees, agents or Affiliates commitment to do or resulting in any of the foregoing (other than negotiations with Parent and Buyer and their representatives regarding the transactions contemplated by things described in this Agreement or the Seller Documents); or (r) any other transaction, agreement or commitment entered into or affecting the Business or the Assets by a Citadel Entity, except in the Ordinary Course of Business or that otherwise, individually or in the aggregate, is not a Material Event and would not reasonably be expected to result in a Material Adverse ChangeSection 3.4.

Business Changes. Since Except as contemplated by this Agreement and except as set forth on the Latest Disclosure Schedule, since the date of the Interim Balance Sheet DateSheet, each Seller WMG has operated the Business not: (a) mortgaged or pledged any of its material assets; (b) sold, transferred or leased to others any of its material assets (except sales of inventory in the Ordinary Course of Business); (c) suffered any damage, and except as set forth destruction or loss that will result in Schedule 2.7 a Material Adverse Effect (whether or as contemplated not covered by this Agreementinsurance) to the Business; (d) borrowed, there has not been: or agreed to borrow, funds from any third party, assumed, incurred or guaranteed indebtedness; (ae) discharged or satisfied any material adverse change in the condition of the Citadel Entitieslien, taken as a whole (financial charge or other) encumbrance, canceled or the business, assets, properties compromised any material debt or results of operations of the Citadel Entities, taken as a whole, claim or paid any actions, omissions material obligation or events that, individually or in the aggregate, materially and adversely affects the ability of the parties hereto to consummate the transactions contemplated hereby (a “Material Adverse Change”); (b) any revaluation by a Seller of any of the Assets, including the writing down or off of notes or accounts receivableliability, other than in the Ordinary Course of Business; ; (cf) any entry by a Citadel Entity entered into any material commitment or transaction, including incurring contract or agreeing to incur capital expenditures commitment involving the payment or receipt by WMG of amounts in excess of, or any entry into any lease obligations with aggregate payments in excess of, of Two Hundred Fifty Thousand Dollars ($20,000, individually or $60,000 in the aggregate; (d) any breach or default (or event that with notice or lapse of time would constitute a breach or default250,000), termination or threatened termination under any Business Contract or amendment to such Business Contract in any manner adverse to a Seller, or any acceleration of any obligations thereunder, if and to the extent any such events would, either individually or in the aggregatea series of related transactions, constitute a Material Event; (e) any changes by a Citadel Entity in its accounting methods, principles or practices; (f) except as contemplated in this Agreement, any increase in the benefits under, or the establishment or amendment of, any Employee Benefit Plan (as defined in Section 2.13(a)), or any increase in the compensation payable or to become payable to any director, manager, officer or employee of a Seller, except for annual merit increases in salaries or wages other than in the Ordinary Course of Business; ; (g) as of the date hereof, the made or permitted any material amendment or termination of employment (whether voluntary or involuntary) of any employee of a Seller; (h) any theftContract, condemnation or eminent domain proceeding or any damage, destruction or casualty loss affecting any asset of a Citadel Entity, whether or not covered by insurance, if any such events would, individually or in the aggregate, constitute a Material Event; (i) any sale, assignment, lease or transfer (other than within any Citadel Entity’s organization or between Citadel Entities) of any asset, except in the Ordinary Course of Business; ; (jh) paid any waiver by a Citadel Entity severance or termination pay to any employee of any material rights related to the Business or the Assets; (k) any mortgage, pledge or other encumbrance of any AssetWMG which was not accrued at such date, other than Permitted Liens; (l) any notice received by any Citadel Entity of any claim or potential claim of ownership by any Person other than a Seller of the Intellectual Property, or of infringement by a Citadel Entity or the Business of any other Person’s intellectual property rights; (m) any declaration, setting aside or payment of any dividend by a Citadel Entity, or the making of any other distribution in respect of the capital stock of a Citadel Entity, or any direct or indirect redemption, purchase or other acquisition by a Citadel Entity of its own capital stock other than pursuant to the Preferred Holder Agreement; (n) any labor trouble or claim of unfair labor practices involving a Citadel Entity; (o) any loss, or any known development that could reasonably be expected to result in a loss, of any significant supplier, customer, distributor or account of a Seller; (p) [intentionally omitted]; (q) any agreement or understanding by a Citadel Entity or their respective employees, agents or Affiliates to do or resulting in any of the foregoing (other than negotiations with Parent and Buyer and their representatives regarding the transactions contemplated by this Agreement or the Seller Documents); or (r) any other transaction, agreement or commitment entered into or affecting the Business or the Assets by a Citadel Entity, except in the Ordinary Course of Business Business; (i) materially increased the regular rate of compensation payable by it to any director, officer or that otherwiseemployee; (j) imposed any lien upon any of its assets, individually tangible or intangible (other than Permitted Encumbrances); (k) transferred, assigned or granted any license or sublicense of any material rights under or with respect to any Intellectual Property; (l) changed or authorized any changes to the Certificate of Incorporation or By-Laws of WMG; (m) made any loan to, or entered into any other transaction with, any of its directors, officers, and employees, outside the Ordinary Course of Business; (n) entered into any material transaction outside the Ordinary Course of Business; (o) entered into any written employment contract or collective bargaining agreement or modified the terms of any existing such contract or agreement other than in the aggregateOrdinary Course of Business; (p) adopted, is not a Material Event amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and would not reasonably be expected employees (or taken any such action with respect to result any other Employee Plan other than in a Material Adverse Changethe Ordinary Course of Business); (q) made any other material change in employment terms for any of its directors, officers and employees outside the Ordinary Course of Business; (r) declared, set aside or paid any dividend (other than cash) or made any distribution with respect to its capital stock (other than cash) or redeemed or purchased or otherwise acquired any of its capital stock; or (s) committed in writing to any of the foregoing. As soon as practicable prior to the Effective Time, Seller caused WMG to distribute out to Seller as much cash as possible.

Business Changes. Since Except as otherwise disclosed in Section 10.04 of the Latest Balance Sheet DateDisclosure Schedule, each since January 1, 2008, Seller has operated the Business in all material respects in the Ordinary Course of BusinessBusiness and there has not been any Material Adverse Effect or, to Seller’s knowledge, any fact, event or circumstances which would reasonably be expected to have or cause a Material Adverse Effect. Except as otherwise disclosed in Section 10.04 of the Disclosure Schedule and except as set forth in Schedule 2.7 for actions taken and/or changes made at the request of, or as contemplated by authorized by, Buyer, or otherwise taken or made pursuant to this Agreement, since the Interim Balance Sheet Date there has not beenbeen with respect to Seller: (a) any (i) material adverse change in the condition of the Citadel Entitiesdamage, taken as a whole destruction or loss (financial whether or othernot covered by insurance) or (ii) material transaction outside the business, assets, properties or results Ordinary Course of operations of the Citadel Entities, taken as a whole, or any actions, omissions or events that, individually or in the aggregate, materially and adversely affects the ability of the parties hereto to consummate the transactions contemplated hereby (a “Material Adverse Change”)Business; (b) any revaluation by a Seller sale, lease, transfer, assignment, abandonment or other disposition of any material asset of the Assets, including the writing down or off of notes or accounts receivable, other than in Seller outside the Ordinary Course of Business; (c) any entry by a Citadel Entity into any material commitment or transactiondeviation from the Ordinary Course of Business, including incurring without limitation, inventory buying practices or agreeing to incur capital expenditures accounts receivable collection practices, in excess of, or any entry into any lease obligations with aggregate payments contemplation of the transactions described in excess of, $20,000, individually or $60,000 in the aggregatethis Agreement; (d) any breach material change or default (modification of Seller’s accounting methods or event that with notice or lapse of time would constitute a breach or default), termination or threatened termination under any Business Contract or amendment to such Business Contract in any manner adverse to a Seller, or any acceleration of any obligations thereunder, if and to the extent any such events would, individually or in the aggregate, constitute a Material Eventpractices; (e) any changes by a Citadel Entity in its accounting methodsdeclaration or payment of any dividend or distribution to any member of Seller or other holders of equity or other similar ownership or participation interests, principles including equity interest splits, equity interest dividends and profit distributions, or practicesany purchase or redemption of any membership interests, stock, notes or other debt or equity or other similar ownership or participation interests; (f) except as contemplated in this Agreement, any increase in the benefits under, or the establishment or amendment of, any Employee Benefit Plan (as defined in Section 2.13(a)), or any increase in the compensation payable or to become payable to any director, manager, officer or employee of a Seller, except for annual merit increases in salaries or wages other than in the Ordinary Course of Business, (i) any bonus or any wage, salary or compensation increase to any of its directors or managers or any of its officers, employees, sales representatives or consultants who earns or has earned more than $50,000 annually in aggregate compensation from Seller, or (ii) any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement; (g) as any loans or advances to, or guarantees for the benefit of, any person (other than advances to employees for travel and business expenses incurred in the Ordinary Course of Business which do not exceed $10,000 in the date hereof, the termination of employment (whether voluntary or involuntary) of any employee of a Selleraggregate); (h) any theft, condemnation institution or eminent domain proceeding settlement of claims or any damage, destruction or casualty loss affecting any asset lawsuits for an amount involving in excess of a Citadel Entity, whether or not covered by insurance, if any such events would, individually or $100,000 in the aggregate, constitute a Material Event;aggregate or involving equitable or injunctive relief; or (i) any sale, assignment, lease commitment or transfer (other than within any Citadel Entity’s organization or between Citadel Entities) of any asset, except in the Ordinary Course of Business; (j) any waiver by a Citadel Entity of any material rights related to the Business or the Assets; (k) any mortgage, pledge or other encumbrance of any Asset, other than Permitted Liens; (l) any notice received by any Citadel Entity of any claim or potential claim of ownership by any Person other than a Seller of the Intellectual Property, or of infringement by a Citadel Entity or the Business of any other Person’s intellectual property rights; (m) any declaration, setting aside or payment of any dividend by a Citadel Entity, or the making of any other distribution in respect of the capital stock of a Citadel Entity, or any direct or indirect redemption, purchase or other acquisition by a Citadel Entity of its own capital stock other than pursuant to the Preferred Holder Agreement; (n) any labor trouble or claim of unfair labor practices involving a Citadel Entity; (o) any loss, or any known development that could reasonably be expected to result in a loss, of any significant supplier, customer, distributor or account of a Seller; (p) [intentionally omitted]; (q) any agreement or understanding by a Citadel Entity or their respective employees, agents or Affiliates to do or resulting in any of the foregoing (other than negotiations with Parent and Buyer and their representatives regarding the transactions contemplated by this Agreement or the Seller Documents); or (r) any other transaction, agreement or commitment entered into or affecting the Business or the Assets by a Citadel Entity, except in the Ordinary Course of Business or that otherwise, individually or in the aggregate, is not a Material Event and would not reasonably be expected to result in a Material Adverse Changeforegoing.

Business Changes. Since Except as set forth on Schedule 8.5, since the Latest Seller's Balance Sheet Date, each Seller has operated the Business in the Ordinary Course of Business, and except as set forth in Schedule 2.7 or as contemplated by this Agreement, there has not been: (a) with respect to the Business, Seller or the Purchased Assets, any material adverse change in the condition of the Citadel Entities, taken as a whole or prospects (financial or other); (ii) material damage, destruction or loss (whether or not covered by insurance); or (iii) material transaction outside the ordinary course of business, assets, properties or results of operations of the Citadel Entities, taken as a whole, or any actions, omissions or events that, individually or in the aggregate, materially and adversely affects the ability of the parties hereto to consummate the transactions contemplated hereby (a “Material Adverse Change”); (b) any revaluation by a Seller sale, lease, transfer, assignment, abandonment or other disposition of any of asset that if owned by Seller on the Assets, including the writing down or off of notes or accounts receivable, Closing Date would have been a Purchased Asset (other than in the Ordinary Course ordinary course of Businessbusiness); (c) any entry by a Citadel Entity into notice or indication of termination or potential termination of any other material commitment contract, lease or transactionrelationship, including incurring which, in any case or agreeing to incur capital expenditures in excess of, or any entry into any lease obligations with aggregate payments in excess of, $20,000, individually or $60,000 in the aggregate, has or may have an adverse effect upon the Business or the Purchased Assets; (d) any breach change in the rate of compensation, commission, bonus or default (other direct or event that with notice indirect remuneration payable or lapse of time would constitute a breach or default), termination or threatened termination under any Business Contract or amendment to such Business Contract in any manner adverse to a Sellerbe paid, or any acceleration agreement or promise to pay, conditionally or otherwise, any extra compensation to any officer, director or employee of any obligations thereunderSeller, if and to the extent any such events would, individually or other than in the aggregate, constitute a Material Eventordinary course of business consistent with past practice; (e) any changes by a Citadel Entity other change in its accounting methodsthe selling, principles pricing, advertising or practicespersonnel practices of Seller inconsistent with Seller's prior practice and prudent business practices prevailing in the industry; (f) except as contemplated in this Agreement, any increase payment of any liability other than those then required to be discharged or satisfied or current liabilities shown on the Seller's Balance Sheet and current liabilities incurred since the Seller's Balance Sheet in the benefits under, or the establishment or amendment of, any Employee Benefit Plan (as defined in Section 2.13(a)), or any increase in the compensation payable or to become payable to any director, manager, officer or employee ordinary course of a Seller, except for annual merit increases in salaries or wages in the Ordinary Course of Businessbusiness and consistent with past practices; (g) as any intercompany loans or payments, dividends or transfers of cash or other assets by Seller out of the date hereof, ordinary course of business other than the termination payments to the Shareholder of employment (whether voluntary or involuntary) of any employee of a Sellerthe cash reflected on the Closing Balance Sheet in accordance with Section 4.3(a); (h) any theft, condemnation or eminent domain proceeding or any damage, destruction or casualty loss affecting any asset material deviation from the ordinary and usual course of a Citadel Entity, whether or not covered by insurance, if any such events would, individually or in conducting the aggregate, constitute a Material Eventoperation of the Business; (i) any salemortgage, assignment, lease pledge or transfer (other than within any Citadel Entity’s organization or between Citadel Entities) creation of any assetlien, except in charge, security interest or other encumbrance on any of the Ordinary Course of BusinessPurchased Assets; (j) any waiver by a Citadel Entity change or modification of any material rights related to the Business Seller's accounting methods or the Assetspractices; (k) any mortgage, pledge or other encumbrance of any Asset, other than Permitted Liensindebtedness incurred by Seller for money borrowed; (l1) any notice received by any Citadel Entity capital expenditures in excess of any claim or potential claim of ownership by any Person other than a Seller of the Intellectual Property, or of infringement by a Citadel Entity or the Business of any other Person’s intellectual property rights$50,000; (m) any declaration, setting aside negotiations or payment of any dividend by a Citadel Entity, or contract for the making of any other distribution in respect sale of the capital stock of a Citadel EntityBusiness, or any direct part thereof or indirect redemptionfor the purchase of another business, purchase or other acquisition whether by a Citadel Entity merger, consolidation, exchange of its own capital stock or otherwise (other than pursuant negotiations with respect to the Preferred Holder this Agreement); (n) any labor trouble declaration of payment of dividends upon or claim in respect of unfair labor practices involving a Citadel Entity;any of its shares of capital stock, or redemption or obligation to redeem any of its shares of capital stock or other securities, other than the payments to the Shareholder of the cash reflected on the Closing Balance Sheet in accordance with Section 4.3(a); or (o) any lossencounter with any labor union organizing activity, any actual or threatened employee strikes, works stoppages, slowdowns or lockouts or any known development that could reasonably be expected to result material change in a loss, of any significant supplier, customer, distributor or account of a Seller; (p) [intentionally omitted]; (q) any agreement or understanding by a Citadel Entity or their respective its relations with its employees, agents or Affiliates to do or resulting in any of the foregoing (other than negotiations with Parent agents, customers and Buyer and their representatives regarding the transactions contemplated by this Agreement or the Seller Documents); or (r) any other transaction, agreement or commitment entered into or affecting the Business or the Assets by a Citadel Entity, except in the Ordinary Course of Business or that otherwise, individually or in the aggregate, is not a Material Event and would not reasonably be expected to result in a Material Adverse Changesuppliers.

Business Changes. Since Except for the Latest Balance Sheet Date, each Seller has operated the Business in the Ordinary Course of Business, and except as set forth in Schedule 2.7 or as transactions contemplated by this AgreementAgreement and the Xxxx of Sale, Assignment and Assumption between Seller and Newco (the "XXXX OF SALE"), since June 30, 1999, there has not been: (a1) any material adverse change in the condition of the Citadel Entities, taken as a whole (financial or other) or the business, assetsfinancial condition, properties operations or results of operations of the Citadel EntitiesBusiness, taken as a wholeor material damage, destruction or loss (whether or not covered by insurance) affecting the Business or the Operating Assets; (2) any sale, lease, abandonment or other disposition of any material equipment or other operating property associated with the Business except for dispositions in the ordinary course of business; (3) any material transfer or other disposition or purchase or other acquisition of any properties or assets used in the Business (real, personal or mixed, tangible or intangible), except in the ordinary course of business and consistent with past practice; (4) any deviation from the ordinary and usual course by Seller in the conduct of the Business, including, without limitation, any payment to any stockholder, former stockholder, officer, director or affiliated party other than regular compensation paid in the ordinary course of business, or any actionsincrease in compensation of any officer, omissions director or events thatemployee (including, individually without limitation, any increase pursuant to any bonus, pension, profit sharing or in other plan or commitment) or the aggregateadoption of any new benefit program, materially and adversely affects the ability of the parties hereto to consummate the transactions contemplated hereby (a “Material Adverse Change”)plan or other arrangement for officers, directors or employees; (b5) any revaluation change in accounting methods or practices followed by a Seller of any of in connection with the Assets, including the writing down or off of notes or accounts receivable, other than in the Ordinary Course of Business; (c6) any entry by a Citadel Entity into increase in any material commitment obligations or transactionliabilities (whether absolute, including incurring accrued, contingent or agreeing otherwise and whether due or to incur capital expenditures become due), except items incurred in the ordinary course of business, in excess of, or any entry into any lease obligations with aggregate payments in excess of, of $20,000, 5,000 individually or $60,000 20,000 in the aggregate; (d7) except for Permitted Encumbrances, any breach or default Operating Asset which has been subjected to any Lien of any kind, except for liens for current taxes not yet due; (or event that with notice 8) any disposition of or lapse of time would constitute a breach or default), termination or threatened termination under any Business Contract or amendment to such Business Contract in any manner adverse to a Seller, or any acceleration of any obligations thereunder, if and rights to the extent any such events would, individually or use of the Intellectual Property included in the aggregate, constitute a Material Event; (e) any changes by a Citadel Entity in its accounting methods, principles Operating Assets or practices; (f) except as contemplated in this Agreement, any increase in the benefits under, or the establishment or amendment of, any Employee Benefit Plan (as defined in Section 2.13(a)), or any increase in the compensation payable or to become payable disclosure to any director, manager, officer or employee of a Seller, except for annual merit increases in salaries or wages in the Ordinary Course of Business; (g) as of the date hereof, the termination of employment (whether voluntary or involuntary) of any employee of a Seller; (h) any theft, condemnation or eminent domain proceeding or any damage, destruction or casualty loss affecting any asset of a Citadel Entity, whether or not covered by insurance, if any such events would, individually or in the aggregate, constitute a Material Event; (i) any sale, assignment, lease or transfer (person other than within any Citadel Entity’s organization or between Citadel Entities) representatives of any asset, except in the Ordinary Course of Business; (j) any waiver by a Citadel Entity Newco of any material rights related to trade secret, formula, process or know-how included in the Business or the Assets; (k) any mortgage, pledge or other encumbrance Operating Assets not theretofore a matter of any Asset, other than Permitted Liens; (l) any notice received by any Citadel Entity of any claim or potential claim of ownership by any Person other than a Seller of the Intellectual Property, or of infringement by a Citadel Entity or the Business of any other Person’s intellectual property rights; (m) any declaration, setting aside or payment of any dividend by a Citadel Entity, or the making of any other distribution in respect of the capital stock of a Citadel Entity, or any direct or indirect redemption, purchase or other acquisition by a Citadel Entity of its own capital stock other than pursuant to the Preferred Holder Agreement; (n) any labor trouble or claim of unfair labor practices involving a Citadel Entity; (o) any loss, or any known development that could reasonably be expected to result in a loss, of any significant supplier, customer, distributor or account of a Seller; (p) [intentionally omitted]; (q) any agreement or understanding by a Citadel Entity or their respective employees, agents or Affiliates to do or resulting in any of the foregoing (other than negotiations with Parent and Buyer and their representatives regarding the transactions contemplated by this Agreement or the Seller Documents)public knowledge; or (r9) any other transaction, agreement or commitment entered into or affecting the Business or the Assets by a Citadel Entity, except in the Ordinary Course writing to take any action described in clauses (1) through (8) of Business or that otherwise, individually or in the aggregate, is not a Material Event and would not reasonably be expected to result in a Material Adverse Changethis Section 4(n).

Business Changes. Since the Latest Interim Balance Sheet Date, each Seller member of the Company Group has operated the Business in all material respects in the Ordinary Course of BusinessBusiness and, and except as set forth in Schedule 2.7 or as contemplated by this Agreementto the Company’s Knowledge, there has not beenbeen any Material Adverse Effect. Since the Interim Balance Sheet Date there has not been with respect to any member of the Company Group: (a) any material adverse change in the condition damage, destruction or loss (whether or not covered by insurance) of any asset or property of the Citadel Entities, taken as Company that would have a whole (financial or other) or Material Adverse Effect on the business, assets, assets and properties or results of operations of the Citadel Entities, Company taken as a whole, or any actions, omissions or events that, individually or in the aggregate, materially and adversely affects the ability of the parties hereto to consummate the transactions contemplated hereby (a “Material Adverse Change”); (b) any revaluation by a Seller sale, lease, transfer, assignment, abandonment or other disposition of any of the Assets, including the writing down or off of notes or accounts receivable, other than in material asset outside the Ordinary Course of Business; (c) any entry by a Citadel Entity into any material commitment or transactiondeviation from the ordinary and usual course of conducting of the Business, including incurring without limitation, inventory buying practices or agreeing to incur capital expenditures accounts receivable collection practices, in excess of, or any entry into any lease obligations with aggregate payments contemplation of the transactions described in excess of, $20,000, individually or $60,000 in the aggregatethis Agreement; (d) any breach material change or default (modification of the Company’s accounting methods or event that with notice or lapse of time would constitute a breach or default), termination or threatened termination under any Business Contract or amendment to such Business Contract in any manner adverse to a Seller, or any acceleration of any obligations thereunder, if and to the extent any such events would, individually or in the aggregate, constitute a Material Eventpractices; (e) any changes by a Citadel Entity in its accounting methodsdeclaration or payment of any dividend or distribution to the Shareholders or other holders of equity or other similar ownership or participation interests, principles including equity interest splits, equity interest dividends and profit distributions, or practicesany purchase or redemption of any Shares, stock, notes or other debt or equity or other similar ownership or participation interests; (f) except as contemplated in this Agreement, any increase in the benefits under, or the establishment or amendment of, any Employee Benefit Plan (as defined in Section 2.13(a)), or any increase in the compensation payable or to become payable to any director, manager, officer or employee of a Seller, except for annual merit increases in salaries or wages other than in the Ordinary Course of Business, (i) any bonus or any wage, salary or compensation increase to any of its directors or managers or any of its officers, employees, sales representatives or consultants who earns or has earned more than $50,000 annually in aggregate compensation, or (ii) any increase in any employee benefit plan or arrangement, or amended or terminated any existing employee benefit plan or arrangement or adopted any new employee benefit plan or arrangement; (g) as any loans or advances to, or guarantees for the benefit of, any Person (other than advances to employees for travel and business expenses incurred in the Ordinary Course of Business which do not exceed $10,000 in the date hereof, the termination of employment (whether voluntary or involuntary) of any employee of a Selleraggregate); (h) any theft, condemnation institution or eminent domain proceeding settlement of claims or any damage, destruction or casualty loss affecting any asset lawsuits for an amount involving in excess of a Citadel Entity, whether or not covered by insurance, if any such events would, individually or $100,000 in the aggregate, constitute a Material Event;aggregate or involving equitable or injunctive relief; or (i) any sale, assignment, lease commitment or transfer (other than within any Citadel Entity’s organization or between Citadel Entities) of any asset, except in the Ordinary Course of Business; (j) any waiver by a Citadel Entity of any material rights related to the Business or the Assets; (k) any mortgage, pledge or other encumbrance of any Asset, other than Permitted Liens; (l) any notice received by any Citadel Entity of any claim or potential claim of ownership by any Person other than a Seller of the Intellectual Property, or of infringement by a Citadel Entity or the Business of any other Person’s intellectual property rights; (m) any declaration, setting aside or payment of any dividend by a Citadel Entity, or the making of any other distribution in respect of the capital stock of a Citadel Entity, or any direct or indirect redemption, purchase or other acquisition by a Citadel Entity of its own capital stock other than pursuant to the Preferred Holder Agreement; (n) any labor trouble or claim of unfair labor practices involving a Citadel Entity; (o) any loss, or any known development that could reasonably be expected to result in a loss, of any significant supplier, customer, distributor or account of a Seller; (p) [intentionally omitted]; (q) any agreement or understanding by a Citadel Entity or their respective employees, agents or Affiliates to do or resulting in any of the foregoing (other than negotiations with Parent and Buyer and their representatives regarding the transactions contemplated by this Agreement or the Seller Documents); or (r) any other transaction, agreement or commitment entered into or affecting the Business or the Assets by a Citadel Entity, except in the Ordinary Course of Business or that otherwise, individually or in the aggregate, is not a Material Event and would not reasonably be expected to result in a Material Adverse Changeforegoing.

Business Changes. Since the Latest Seller's Balance Sheet Date, each Seller has operated the Business in the Ordinary Course of Business, and except as set forth in Schedule 2.7 or as contemplated by this Agreement, there has not been: (a) with respect to the Business, Seller or the Purchased Assets, any material adverse change in the condition of the Citadel Entities, taken as a whole or prospects (financial or other); (ii) material damage, destruction or loss (whether or not covered by insurance); or (iii) material transaction outside the ordinary course of business, assets, properties or results of operations of the Citadel Entities, taken as a whole, or any actions, omissions or events that, individually or in the aggregate, materially and adversely affects the ability of the parties hereto to consummate the transactions contemplated hereby (a “Material Adverse Change”); (b) any revaluation by a Seller sale, lease, transfer, assignment, abandonment or other disposition of any of asset that if owned by Seller on the Assets, including the writing down or off of notes or accounts receivable, Closing Date would have been a Purchased Asset (other than in the Ordinary Course ordinary course of Businessbusiness); (c) any entry by a Citadel Entity into notice or indication of termination or potential termination of any other material commitment contract, lease or transactionrelationship, including incurring which, in any case or agreeing to incur capital expenditures in excess of, or any entry into any lease obligations with aggregate payments in excess of, $20,000, individually or $60,000 in the aggregate, has or may have an adverse effect upon the Business or the Purchased Assets; (d) any breach change in the rate of compensation, commission, bonus or default (other direct or event that with notice indirect remuneration payable or lapse of time would constitute a breach or default), termination or threatened termination under any Business Contract or amendment to such Business Contract in any manner adverse to a Sellerbe paid, or any acceleration agreement or promise to pay, conditionally or otherwise, any extra compensation to any officer, director or employee of any obligations thereunderSeller, if and to the extent any such events would, individually or other than in the aggregate, constitute a Material Eventordinary course of business consistent with past practice; (e) any changes by a Citadel Entity other change in its accounting methodsthe selling, principles pricing, advertising or practicespersonnel practices of Seller inconsistent with Seller's prior practice and prudent business practices prevailing in the industry; (f) except as contemplated in this Agreement, any increase payment of any liability other than those then required to be discharged or satisfied or current liabilities shown on the Seller's Balance Sheet and current liabilities incurred since the Seller's Balance Sheet in the benefits under, or the establishment or amendment of, any Employee Benefit Plan (as defined in Section 2.13(a)), or any increase in the compensation payable or to become payable to any director, manager, officer or employee ordinary course of a Seller, except for annual merit increases in salaries or wages in the Ordinary Course of Businessbusiness and consistent with past practices; (g) as any intercompany loans or payments, distributions or transfers of cash or other assets by Seller out of the date hereof, the termination ordinary course of employment (whether voluntary or involuntary) of any employee of a Sellerbusiness; (h) any theft, condemnation or eminent domain proceeding or any damage, destruction or casualty loss affecting any asset material deviation from the ordinary and usual course of a Citadel Entity, whether or not covered by insurance, if any such events would, individually or in conducting the aggregate, constitute a Material Eventoperation of the business; (i) any salemortgage, assignment, lease pledge or transfer (other than within any Citadel Entity’s organization or between Citadel Entities) creation of any assetlien, except in charge, security interest or other encumbrance on any of the Ordinary Course of BusinessPurchased Assets; (j) any waiver by a Citadel Entity change or modification of any material rights related to the Business Seller's accounting methods or the Assetspractices; (k) any mortgage, pledge or other encumbrance of any Asset, other than Permitted Liensindebtedness incurred by Seller for money borrowed; (l1) any notice received by any Citadel Entity capital expenditures in excess of any claim or potential claim of ownership by any Person other than a Seller of the Intellectual Property, or of infringement by a Citadel Entity or the Business of any other Person’s intellectual property rights$1,000; (m) any declaration, setting aside negotiations or payment of any dividend by a Citadel Entity, or contract for the making of any other distribution in respect sale of the capital stock of a Citadel EntityBusiness, or any direct part thereof or indirect redemptionfor the purchase of another business, purchase whether by merger, consolidation, exchange of membership interests or other acquisition by a Citadel Entity of its own capital stock otherwise (other than pursuant negotiations with respect to the Preferred Holder this Agreement); (n) any labor trouble declaration of payment of distributions upon or claim in respect of unfair labor practices involving a Citadel Entity;any of its shares of membership interest, or redemption or obligation to redeem any of its shares of membership interest or other securities; or (o) any lossencounter with any labor union organizing activity, any actual or threatened employee strikes, works stoppages, slowdowns or lockouts or any known development that could reasonably be expected to result material change in a loss, of any significant supplier, customer, distributor or account of a Seller; (p) [intentionally omitted]; (q) any agreement or understanding by a Citadel Entity or their respective its relations with its employees, agents or Affiliates to do or resulting in any of the foregoing (other than negotiations with Parent agents, customers and Buyer and their representatives regarding the transactions contemplated by this Agreement or the Seller Documents); or (r) any other transaction, agreement or commitment entered into or affecting the Business or the Assets by a Citadel Entity, except in the Ordinary Course of Business or that otherwise, individually or in the aggregate, is not a Material Event and would not reasonably be expected to result in a Material Adverse Changesuppliers.

Business Changes. Since Except as set forth on Schedule 9.07, since the Latest Balance Sheet Date, each Seller has operated the Business in the Ordinary Course of Business, and except as set forth in Schedule 2.7 or as contemplated by this Agreement, there has not been: (a) any material adverse change in the condition of the Citadel Entities, taken as a whole (financial or other) or in the operations, business, assets, properties or results of operations of the Citadel Entities, taken as a wholeassets of, or any actionsmaterial damage, omissions destruction or events that, individually loss (whether or in not covered by insurance) affecting Seller or the aggregate, materially and adversely affects the ability of the parties hereto to consummate the transactions contemplated hereby (a “Material Adverse Change”)Purchased Assets; (b) any revaluation by a Seller sale, lease, abandonment or other disposition of any material equipment or other operating property comprising the Purchased Assets which causes any material adverse impact upon Seller except for dispositions of the Assets, including the writing down or off of notes or accounts receivable, other than Inventory in the Ordinary Course ordinary course of Businessbusiness; (c) any entry transfer of the Purchased Assets by a Citadel Entity into Seller to any material commitment shareholder, officer, director, employee or transaction, including incurring or agreeing to incur capital expenditures in excess of, affiliate of Seller or any entry into any lease obligations with aggregate payments in excess of, $20,000, individually or $60,000 in other transfer of Purchased Assets outside of the aggregateordinary course of business; (d) any breach or default (or event that with notice or lapse of time would constitute a breach or default), termination or threatened termination under any Business Contract or amendment to such Business Contract extraordinary increase in any manner adverse to a Seller, or any acceleration compensation of any obligations thereunderofficer, if director or employee (including, without limitation, any extraordinary increase pursuant to any bonus, pension, profit sharing or other plan or commitment) or the adoption of any new benefit program, plan or other arrangement for officers, directors or employees which would have a material adverse impact on Seller's business other than the Bonus Amounts, or, to Seller's and to the extent Shareholder's knowledge, any such events would, individually or material deviation from the ordinary and usual course by Seller in the aggregate, constitute a Material Eventconduct of its business; (e) any material change in accounting methods or practices followed by Seller, including changes by a Citadel Entity to amortization or depreciation policies or write-downs in its accounting methods, principles the value of any Inventory or practicesReceivables; (f) except as contemplated in this Agreement, any material increase in the benefits underany obligations or liabilities (whether absolute, accrued, contingent or the establishment or amendment of, any Employee Benefit Plan (as defined in Section 2.13(a)), or any increase in the compensation payable otherwise and whether due or to become payable to any director, manager, officer or employee of a Sellerdue), except for annual merit increases in salaries or wages items incurred in the Ordinary Course ordinary course of Businessbusiness and generally consistent with past practice; (g) as any mortgage, pledge or creation of any lien, charge, security interest or other encumbrance on any of the date hereof, Purchased Assets (except those created in the termination ordinary course of employment (whether voluntary or involuntary) of any employee of a Sellerbusiness and generally consistent with past practice and identified on Schedule 9.07(g)); (h) any theftcontract for the sale of Seller's business, condemnation or eminent domain proceeding or any damage, destruction part thereof or casualty loss affecting any asset for the purchase of a Citadel Entityanother business, whether by merger, consolidation, exchange of stock or not covered by insurance, if any such events would, individually or in the aggregate, constitute a Material Eventotherwise (other than negotiations with respect to this Agreement); (i) any salewritten or, assignmentto Seller's and the Shareholder's knowledge, oral notice (i) that any customer of Seller which accounted for 5% or more of Seller's total net sales for the prior 12 months may terminate its relationship with Seller or (ii) of termination or potential termination of any other contract, lease or transfer (other than within any Citadel Entity’s organization relationship which individually or between Citadel Entities) of any asset, except in the Ordinary Course of Business;aggregate has a material adverse effect upon Seller's business or the Purchased Assets; or (j) any waiver by a Citadel Entity of encounter with any labor union organizing activity, any actual or threatened employee strikes, work stoppages, slow downs or lockouts or any material rights related to change in the Business or the Assets; (k) any mortgage, pledge or other encumbrance of any Asset, other than Permitted Liens; (l) any notice received by any Citadel Entity of any claim or potential claim of ownership by any Person other than a Seller of the Intellectual Property, or of infringement by a Citadel Entity or the Business of any other Person’s intellectual property rights; (m) any declaration, setting aside or payment of any dividend by a Citadel Entity, or the making of any other distribution in respect of the capital stock of a Citadel Entity, or any direct or indirect redemption, purchase or other acquisition by a Citadel Entity of relationships with its own capital stock other than pursuant to the Preferred Holder Agreement; (n) any labor trouble or claim of unfair labor practices involving a Citadel Entity; (o) any loss, or any known development that could reasonably be expected to result in a loss, of any significant supplier, customer, distributor or account of a Seller; (p) [intentionally omitted]; (q) any agreement or understanding by a Citadel Entity or their respective employees, agents agents, customers or Affiliates to do or resulting in any of the foregoing (other than negotiations with Parent and Buyer and their representatives regarding the transactions contemplated by this Agreement or the Seller Documents); or (r) any other transaction, agreement or commitment entered into or affecting the Business or the Assets by a Citadel Entity, except in the Ordinary Course of Business or that otherwise, individually or in the aggregate, is not a Material Event and would not reasonably be expected to result in a Material Adverse Changesuppliers.

Business Changes. Since Except as otherwise disclosed on Schedule 6.05, since the Latest Balance Sheet DateMarch 31, each Seller has operated the Business in the Ordinary Course of Business, and except as set forth in Schedule 2.7 or as contemplated by this Agreement2008, there has not beenbeen with respect to the Business: (a) any (i) material adverse change in the condition of the Citadel Entities, taken as a whole (financial or other) or the business, assetsfinancial condition, properties or results of operations or properties; (ii) damage, destruction or loss (whether or not covered by insurance); or (iii) transaction outside the ordinary course of the Citadel Entities, taken as a whole, or any actions, omissions or events that, individually or in the aggregate, materially and adversely affects the ability of the parties hereto to consummate the transactions contemplated hereby (a “Material Adverse Change”)business; (b) any revaluation by a Seller sale, lease, transfer, assignment, abandonment or other disposition of any material asset of the Assets, including Business outside the writing down or off ordinary course of notes or accounts receivable, other than in the Ordinary Course of Businessbusiness; (c) any entry by a Citadel Entity into notice to the Seller (i) that any material commitment customer of the Business which accounted for 5% or transactionmore of the Business' total net sales for the ten months ended March 31, 2008 intends to terminate or significantly reduce its relationship with the Business, (ii) that any licensor of any intellectual property to the Seller which accounted for 5% or more of the Business' total net sales for the ten months ended March 31, 2008 is likely to terminate or significantly revise or amend its relationship or contracts with the Seller or the Business or (iii) of the termination or potential termination of any other contract, lease or relationship, including incurring or agreeing to incur capital expenditures in excess ofrelationships with suppliers, or licensors which, in any entry into any lease obligations with aggregate payments in excess of, $20,000, individually case or $60,000 in the aggregate, has or may have a material adverse effect upon the Business; (d) any breach change in the rate of compensation, commission, bonus or default (other direct or event that with notice indirect remuneration payable or lapse of time would constitute a breach or default), termination or threatened termination under any Business Contract or amendment to such Business Contract in any manner adverse to a Sellerbe paid, or any acceleration agreement or promise to pay, conditionally or otherwise, any bonus, extra compensation, pension or severance or vacation pay, to any employee, shareholder, director, officer, sales distributor or agent of any obligations thereunderthe Business, if and to the extent any such events would, individually or other than in the aggregate, constitute a Material Eventordinary course of business consistent with past practice; (e) any changes (i) failure by the Seller to replenish its inventories and supplies of the Business in a Citadel Entity normal and customary manner consistent with its prior practice; or (ii) other material change in its accounting methodsselling, principles pricing, advertising or practicespersonnel practices inconsistent with the prior practice of the Business; (f) except as contemplated in this Agreementany payment of any material liability of the Business other than those then required to be discharged or satisfied or current liabilities shown on the Financial Statements and current liabilities incurred since the March 31, any increase 2008 in the benefits under, or the establishment or amendment of, any Employee Benefit Plan (as defined in Section 2.13(a)), or any increase in the compensation payable or to become payable to any director, manager, officer or employee ordinary course of a Seller, except for annual merit increases in salaries or wages in the Ordinary Course of Businessbusiness and consistent with past practices; (g) as any material deviation from the ordinary and usual course of conducting the Business in contemplation of the date hereof, the termination of employment (whether voluntary transactions described in this Agreement or involuntary) of any employee of a Sellerotherwise; (h) any theft, condemnation or eminent domain proceeding or any damage, destruction or casualty loss affecting any asset capital expenditures of a Citadel Entity, whether or not covered by insurance, if any such events would, individually or the Business in the aggregate, constitute a Material Eventexcess of $250,000; (i) any salemortgage, assignment, lease pledge or transfer (other than within any Citadel Entity’s organization or between Citadel Entities) creation of any assetlien, charge, security interest or other encumbrance on any of the Purchased Assets except in the Ordinary Course of Businessfor Permitted Encumbrances; (j) any waiver by a Citadel Entity of any material rights related change or modification to the Business Seller's accounting methods or practices with respect to the AssetsBusiness; (k) any mortgagematerial change in the general composition of the assets and liabilities of the Business, pledge or other encumbrance including, without limitation, an acceleration of the collection of any Assetaccounts receivable or a delay in the payment of any accounts payable outside of the ordinary course of business, other than Permitted Liensconsistent with past practice; (l) with respect to the Business, any notice received by labor union organizing activity, any Citadel Entity of actual or threatened employee strikes, work stoppages, slow-downs or lockouts or any claim material adverse change in its relations with its employees, agents, customers or potential claim of ownership by any Person other than a Seller of the Intellectual Property, or of infringement by a Citadel Entity or the Business of any other Person’s intellectual property rightssuppliers; (m) with respect to the Business, any declarationindebtedness assumed or incurred by the Business, setting aside any capitalized leases entered into, any liability or payment obligation incurred not in the ordinary course of any dividend by a Citadel Entity, or the making of any other distribution in respect of the capital stock of a Citadel Entity, business or any direct loan or indirect redemption, purchase or other acquisition by a Citadel Entity of its own capital stock other than pursuant advance made to the Preferred Holder Agreementany person; (n) any labor trouble material assets of the Business written up or claim written down, any material inventory of unfair labor practices involving a Citadel Entity;the Business revalued or any other change made in the management of working capital or cash balances of the Business; and/or (o) any loss, or any known development that could reasonably be expected to result in a loss, of any significant supplier, customer, distributor or account of a Seller; (p) [intentionally omitted]; (q) any binding agreement or understanding by a Citadel Entity commitment (whether written or their respective employees, agents or Affiliates oral) entered into to do or resulting in any of the foregoing (other than negotiations with Parent and Buyer and their representatives regarding the transactions contemplated by this Agreement or the Seller Documents); or (r) any other transaction, agreement or commitment entered into or affecting the Business or the Assets by a Citadel Entity, except in the Ordinary Course of Business or that otherwise, individually or in the aggregate, is not a Material Event and would not reasonably be expected to result in a Material Adverse Changeforegoing.