Common use of Certain Changes or Events Clause in Contracts

Certain Changes or Events. As to BUYER: 5.5.1 there will have been no change in the Condition of BUYER, except for changes which have not been, in the aggregate, materially adverse to BUYER; 5.5.2 there will be no revocation or change in any Contract or Permit or right to do business, and no other event or occurrence of any character, whether insured against, which results, or could reasonably be expected to result, in a material adverse change in the Condition of BUYER; 5.5.3 BUYER will not authorize or made any distributions, or declare or pay any dividends, upon or with respect to any of its capital stock, or other equity interests, nor will BUYER have redeemed, purchased, or otherwise acquired, or issued or sold, any of its capital stock or other equity interests except as may benefit all shareholders and as disclosed to the SEC.; 5.5.4 BUYER is a public Company engaged in acquiring a number of Micro-Brands a well as deploying its proprietary technology under license to other retailers. This transaction is consistent with the purpose of the BUYER. 5.5.5 BUYER will have not incurred any indebtedness for borrowed money or made any loans or advances that encumber the Target without the express permission of SELLERS now or during the Standby Period; 5.5.6 there will have been no waiver by BUYER of a material right or of a material debt owed to BUYER; 5.5.7 BUYER will not have failed to satisfy or discharge any Lien, except in the ordinary course of business and which is not material to the Condition of BUYER; and 5.5.8 there has been no material change in any compensation, arrangement or agreement with any employee, director, shareholders, or Affiliate of BUYER that effects SELLER or TARGET.

Certain Changes or Events. As to BUYER: 5.5.1 there will have been no change in the Condition of BUYER, except for changes which have not been, in the aggregate, materially adverse to BUYER;; re: RED WIRE GROUP, LLC Between: 12 ReTech, & the Members of RED WIRE GROUP, LLC January 12, 2019 5.5.2 there will be no revocation or change in any Contract or Permit or right to do business, and no other event or occurrence of any character, whether insured against, which results, or could reasonably be expected to result, in a material adverse change in the Condition of BUYER; 5.5.3 BUYER will not authorize have authorized or made any distributions, or declare or pay any dividends, upon or with respect to any of its capital stock, or other equity interests, nor will BUYER have redeemed, purchased, or otherwise acquired, or issued or sold, any of its capital stock or other equity interests except as may benefit all shareholders and as disclosed to the SEC.; 5.5.4 BUYER is a public Company company engaged in acquiring a number of Micro-Brands a as well as deploying its proprietary technology under license to other retailers. This transaction is consistent with the purpose of the BUYER.; 5.5.5 BUYER will have not incurred any indebtedness for borrowed money or made any loans or advances that encumber the Target TARGET without the express permission of SELLERS now or during the Standby Period; 5.5.6 there will have been no waiver by BUYER of a material right or of a material debt owed to BUYER; 5.5.7 BUYER will not have failed to satisfy or discharge any Lien, except in the ordinary course of business and which is not material to the Condition of BUYER; and 5.5.8 there has been no material change in any compensation, arrangement or agreement with any employee, director, shareholders, or Affiliate of BUYER that effects SELLER affects SELLERS or TARGET.

Certain Changes or Events. As to BUYER: 5.5.1 there will have been no change in the Condition of BUYER, except for changes which have not been, in the aggregate, materially adverse to BUYER; 5.5.2 there will be no revocation or change in any Contract or Permit or right to do business, and no other event or occurrence of any character, whether insured against, which results, or could reasonably be expected to result, in a material adverse change in the Condition of BUYER; 5.5.3 BUYER will not authorize have authorized or made any distributions, or declare or pay any dividends, upon or with respect to any of its capital stock, or other equity interests, nor will BUYER have redeemed, purchased, or otherwise acquired, or issued or sold, any of its capital stock or other equity interests except as may benefit all shareholders and as disclosed to the SEC.; 5.5.4 BUYER is a public Company company engaged in acquiring a number of Micro-Brands a as well as deploying its proprietary technology under license to other retailers. This transaction is consistent with the purpose of the BUYER.; Page | 18 of 31Bluwire - ReTech Exchange Agreement 5.5.5 BUYER will have not incurred any indebtedness for borrowed money or made any loans or advances that encumber the Target TARGET without the express permission of SELLERS SELLER now or during the Standby PeriodSTANDBY PERIOD; 5.5.6 there will have been no waiver by BUYER of a material right or of a material debt owed to BUYER; 5.5.7 BUYER will not have failed to satisfy or discharge any Lien, except in the ordinary course of business and which is not material to the Condition of BUYER; and 5.5.8 there has been no material change in any compensation, arrangement or agreement with any employee, director, shareholders, or Affiliate of BUYER that effects affects SELLER or TARGET.

Certain Changes or Events. As to BUYER: 5.5.1 there will have been no change in the Condition of BUYER, except for changes which have not been, in the aggregate, materially adverse to BUYER; 5.5.2 there will be no revocation or change in any Contract or Permit or right to do business, and no other event or occurrence of any character, whether insured against, which results, or could reasonably be expected to result, in a material adverse change in the Condition of BUYER; 5.5.3 BUYER will not authorize or made any distributions, or declare or pay any dividends, upon or with respect to any of its capital stock, or other equity interests, nor will BUYER have redeemed, purchased, or otherwise acquired, or issued or sold, any of its capital stock or other equity interests except as may benefit all shareholders and as disclosed to the SEC.; 5.5.4 BUYER is a public Company company engaged in acquiring a number of Micro-Brands a well as deploying its proprietary technology under license to other retailers. This transaction is consistent with the purpose of the BUYER. 5.5.5 BUYER will have not incurred any indebtedness for borrowed money or made any loans or advances that encumber the Target without the express permission of SELLERS now or during the Standby Period; 5.5.6 there will have been no waiver by BUYER of a material right or of a material debt owed to BUYER; 5.5.7 BUYER will not have failed to satisfy or discharge any Lien, except in the ordinary course of business and which is not material to the Condition of BUYER; and 5.5.8 there has been no material change in any compensation, arrangement or agreement with any employee, director, shareholders, or Affiliate of BUYER that effects SELLER or TARGET.