Common use of Change in Condition Clause in Contracts

Change in Condition. From and after the Balance Sheet Date to and including the date hereof, the Company has conducted its Business only in the Ordinary Course of Business and has maintained the value of its Business as a going concern and, except as set forth on Schedule 4.12, its relationships with customers, distributors, suppliers, vendors, employees, agents and others. Without limiting the generality of the foregoing, except as set forth on Schedule 4.12, which matters have not had and will not have in the aggregate a Material Adverse Effect, since the Balance Sheet Date the Company has not: (a) Entered into any transaction otherwise than on an arms’ length basis or any transaction with any Existing Stockholder or any Affiliate thereof; (b) Made any capital expenditure in excess of $100,000 individually or $500,000 in the aggregate; (c) Incurred or otherwise become liable in respect of any Debt, except for borrowings in the Ordinary Course of Business under the Loan and Security Agreement dated as of December 13, 2000, between Kenexa Financial, Inc. and Citicorp USA, or become liable in respect of any Guarantee; (d) Created or suffered the imposition of any Lien (other than capital leases in excess of $100,000) upon any assets, whether tangible or intangible, of the Company; (i) Sold, leased to others or otherwise disposed of any of its Assets, (ii) entered into any Contractual Obligation relating to (A) the purchase by the Company of any capital stock of or interest in any Person (other than purchases by the Company from terminated employees), (B) the purchase of assets constituting a business or (C) any merger, consolidation or other business combination, (iii) canceled or compromised any Debt or claim (other than compromises of accounts receivable in the Ordinary Course of Business), (iv) waived or released any right of substantial value or (v) instituted, settled or agreed to settle any material Action; (i) Made any changes in the rate of Compensation of any director, officer, employee, or consultant to, or agent of the Company, except for changes in the Ordinary Course of Business to the compensation of Persons other than directors and officers of the Company, or (ii) paid or agreed to pay any extra Compensation to any such Person (including, without limitation, any such payments to be made in connection with and/or from the proceeds of the transactions contemplated hereby or by the other Transaction Documents); (g) Suffered any material damage, destruction or loss (whether or not covered by insurance) to any of its Assets; (h) Made any change in its customary methods of accounting or accounting practices, pricing policies or payment or credit practices, or failed to pay any creditor any amount owed to such creditor when due, or granted any extensions of credit other than in the Ordinary Course of Business (it being understood that the consummation of the Reorganization required the Company to change from a cash method to an accrual method of accounting for income tax purposes); (i) Made any Distributions; (j) Entered into any Contractual Obligation to do any of the things referred to in clauses (a) through (i) above; and (k) Suffered or incurred any Material Adverse Effect, nor any event or events which in the aggregate will have a Material Adverse Effect.

Change in Condition. From and after the Balance Sheet Date to and including the date hereof, the Company has conducted its Business only in the Ordinary Course of Business and has maintained the value of its Business as a going concern and, except as set forth on Schedule 4.12, its relationships with customers, distributors, suppliers, vendors, employees, agents and others. Without limiting the generality of the foregoing, except as set forth on Schedule 4.12, which matters have not had and will not have in the aggregate a Material Adverse Effect, since the Balance Sheet Date the Company has not: (a) Entered into any transaction otherwise than on an arms’ length basis or any transaction with any Existing Stockholder or any Affiliate thereofthereof (other than the Xxxxxxx Redemption Agreement and the Xxxxxxxx Redemption Agreement); (b) Made any capital expenditure in excess of $100,000 individually or $500,000 in the aggregate; (c) Incurred or otherwise become liable in respect of any Debt, except for borrowings in the Ordinary Course of Business under the Company’s Loan and Security Agreement dated as of December 13, 2000, between Kenexa with Xxxxxx Financial, Inc. and Citicorp USAInc., or become liable in respect of any Guarantee; (d) Created or suffered the imposition of any Lien (other than capital leases in excess of $100,000) upon any assets, whether tangible or intangible, of the Company; (i) Sold, leased to others or otherwise disposed of any of its Assetsassets, (ii) entered into any Contractual Obligation relating to (A) the purchase by the Company of any capital stock of or interest in any Person (other than purchases by the Company from terminated employees)Person, (B) the purchase of assets constituting a business or (C) any merger, consolidation or other business combination, (iii) canceled or compromised any Debt or claim (other than compromises of accounts receivable in the Ordinary Course of Business), (iv) waived or released any right of substantial value or (v) instituted, settled or agreed to settle any material Action; (i) Made any changes in the rate of Compensation of any director, officer, employee, or consultant to, or agent of the Company, except for changes in the Ordinary Course of Business to the compensation of Persons other than directors and officers of the Company, or (ii) paid or agreed to pay any extra Compensation to any such Person (including, without limitation, any such payments to be made in connection with and/or from the proceeds of the transactions contemplated hereby or by the other Transaction Documentshereby); (g) Submitted any material bids or proposals to any third party with respect to the Business, or entered into any material contracts, commitments or agreements; (h) Suffered any material damage, destruction or loss (whether or not covered by insurance) to any of its Assetsassets, whether tangible or intangible; (hi) Made any change in its customary methods of accounting or accounting practices, pricing policies or payment or credit practices, or failed to pay any creditor any amount owed to such creditor when due, or granted any extensions of credit other than in the Ordinary Course of Business (it being understood that the consummation of the Reorganization required the Company to change from a cash method to an accrual method of accounting for income tax purposes); (ij) Made any Distributions; (jk) Entered into any Contractual Obligation to do any of the things referred to in clauses (a) through (i) above; and (kl) Suffered or incurred any Material Adverse Effect, nor any event or events which in the aggregate will have a Material Adverse Effect.

Change in Condition. From and after the Balance Sheet Date to and including the date hereofSince February 28, the Company 1999: (a) The APC Business has been conducted its Business in all material respects only in the Ordinary Course of Business and has maintained the value of its Business as a going concern and, (except as set forth on Schedule 4.12may be otherwise required by the terms of this Agreement), its relationships with customers, distributors, suppliers, vendors, employees, agents and others. Without without limiting the generality of the foregoing, except as set forth on Schedule 4.12, which matters APC and its Subsidiaries have not had and will not have made capital expenditures only in the aggregate a Material Adverse Effect, since the Balance Sheet Date the Company has not: (a) Entered into any transaction otherwise than on an arms’ length basis or any transaction with any Existing Stockholder or any Affiliate thereofOrdinary Course of Business; (b) Made Neither APC nor any of its Subsidiaries has: (i) made any capital expenditure in excess of greater than $100,000 individually or $500,000 50,000 except for expenditures for repairs and maintenance in the aggregateOrdinary Course of Business; (cii) Incurred incurred or otherwise become liable in respect of any Debt, except for borrowings in the Ordinary Course of Business under the Loan and Security Agreement dated as of December 13, 2000, between Kenexa Financial, Inc. and Citicorp USA, Debt or become liable in respect of any Guarantee, other than any Debt or any Guarantee between APC and its respective wholly-owned Subsidiaries; (diii) Created mortgaged or suffered the imposition pledged an APC Asset or subjected any APC Asset to any Lien; (iv) made any change in its authorized or issued capital stock or granted or issued any option, purchase right, convertible stock, other sort of security or registration right, or purchased, redeemed or retired any Lien shares or other securities, or declared or made any Distribution (other than capital leases distributions or contributions in excess connection with an increase in or the repayment or cancellation (in whole or in part) of $100,000) upon any assets, whether tangible Debt or intangible, of the Companyintercompany advances between APC and its respective wholly-owned Subsidiaries); (iv) Soldsold, leased to others or otherwise disposed of any of its Assetsthe APC Assets except in the Ordinary Course of Business and except for such assets as were not, individually or in the aggregate, material to APC; (iivi) purchased any Equity Security issued by any Person other than ones issued by a Subsidiary of APC, or any assets material in amount or constituting a business or line of business, or been party to any merger, consolidation or other business combination or entered into any Contractual Obligation relating to (A) the purchase by the Company of any capital stock of or interest in any Person (other than purchases by the Company from terminated employees)such purchase, (B) the purchase of assets constituting a business or (C) any merger, consolidation or other business combination; (vii) made any loan, advance or capital contribution to or investment in any Person other than loans, advances or capital contributions to or investments in or to APC or any of APC's wholly-owned Subsidiaries and other than loans or advances made in the Ordinary Course of Business which are not material either singly or in the aggregate; (iiiviii) canceled or compromised any Debt or claim (other than compromises in the Ordinary Course of accounts receivable Business and other than any Debt, intercompany advances or claim between APC and its respective wholly-owned Subsidiaries; (ix) sold, transferred, licensed or otherwise disposed of any Intellectual Property other than in the Ordinary Course of Business); (x) made or agreed to make any material change in its customary methods of accounting or accounting practices; (xi) engaged in or become obligated in respect of any transaction with PHL, Holdings or any of their Affiliates; (ivxii) waived or released or permitted to lapse any right of substantial material value except in the Ordinary Course of Business or suffered any material damage to or material destruction or loss of any material asset or property, whether or not covered by insurance; (vxiii) instituted, settled or agreed to settle any material Action;; or (xiv) consented or agreed to do any of the foregoing. (c) Neither APC nor any of its Subsidiaries has (i) Made had any material change in its relationships with its employees, producers, agents, independent contractors, insurance carriers, customers, referral sources or suppliers, or (ii) made any changes in the rate of Compensation of payable (or paid or agreed in writing or orally promised to pay, conditionally or otherwise, any extra Compensation) to any director, officer, manager, employee, or producer, consultant to, or agent of the Company, except for (other than changes granted in the Ordinary Course of Business to the compensation of Persons other than directors and officers of the Companyconsistent with past practice, or (ii) paid or agreed to pay any extra Compensation to any such Person (including, without limitation, any such payments to be made in connection with and/or from the proceeds of the transactions contemplated hereby or by the other Transaction Documentswhich changes will not have a Material Adverse Effect); (gd) Suffered There has been no amendment of any material damage, destruction provision of any Equity Security issued by APC or loss (whether or not covered by insurance) to any of its AssetsSubsidiaries; (he) Made Neither APC nor any change in of its customary methods of accounting or accounting practices, pricing policies or payment or credit practices, or failed to pay any creditor any amount owed to such creditor when due, or granted any extensions of credit other than in the Ordinary Course of Business (it being understood that the consummation of the Reorganization required the Company to change from a cash method to an accrual method of accounting for income tax purposes); (i) Made any Distributions; (j) Entered Subsidiaries has entered into any Contractual Obligation (and PHL, Sellers and their Affiliates have not entered into any Contractual Obligation obligating APC or any of its Subsidiaries) to do any of the things referred to in clauses (a) through (id) aboveabove with respect to APC, any of the Subsidiaries of APC or the APC Business; and (kf) Suffered or incurred any No Material Adverse Effect, nor any event or events which in the aggregate will have a Material Adverse EffectEffect has occurred with respect to APC and its Subsidiaries.

Change in Condition. From and after Since the Company Balance Sheet Date to and including the date hereofDate, except as set forth in Schedule 4.13; (a) the Company has and its Subsidiaries have conducted its the Business only in the Ordinary Course of Business other than actions undertaken in connection with the sale of the Company, this Agreement, the Escrow Agreement and has maintained the value transactions contemplated hereby and thereby and (b) the Company and its Subsidiaries have not, other than as expressly contemplated by the terms of this Agreement: 4.13.1. increased the compensation (including bonuses) payable on or after the date hereof, or to become payable on or after the date hereof, to any director or executive officer of the Company or any of its Business as a going concern and, Subsidiaries except as set forth on Schedule 4.12, its relationships with customers, distributors, suppliers, vendors, employees, agents and others. Without limiting the generality of the foregoing, except as set forth on Schedule 4.12, which matters have not had and will not have for increases in the aggregate a Material Adverse EffectOrdinary Course of Business; 4.13.2. granted any options or other rights to purchase or obtain (including upon conversion, since the Balance Sheet Date the Company has not:exchange or exercise) any Membership Interests or other equity securities; 4.13.3. incurred any Debt other than (a) Entered into any transaction otherwise than on an arms’ length basis or any transaction with any Existing Stockholder or any Affiliate thereof; (b) Made any capital expenditure in excess of $100,000 individually or $500,000 in the aggregate; (c) Incurred or otherwise become liable in respect of any Debt, except for borrowings Debt incurred in the Ordinary Course of Business under or (b) any Debt which will be paid prior to Closing or reflected in the Loan and Security Agreement dated as of December 13, 2000, between Kenexa Financial, Inc. and Citicorp USA, or become liable in respect of any GuaranteeEstimated Closing Balance Sheet; (d) Created or suffered the imposition of 4.13.4. permitted any material assets to become subject to a Lien (other than capital leases in excess of $100,000Permitted Liens) upon or disposed of, leased or licensed any material assets, whether tangible or intangible, of the Company; (i) Sold, leased to others or otherwise disposed of any of its Assets, (ii) entered into any Contractual Obligation relating to (A) the purchase by the Company of any capital stock of or interest in any Person (other than purchases by the Company from terminated employees), (B) the purchase of assets constituting a business or (C) any merger, consolidation or other business combination, (iii) canceled or compromised any Debt or claim (other than compromises of accounts receivable in the Ordinary Course of Business), (iv) waived or released any right of substantial value or (v) instituted, settled or agreed to settle any material Action; (i) Made any changes in the rate of Compensation of any director, officer, employee, or consultant to, or agent of the Company, except for changes in the Ordinary Course of Business to the compensation of Persons other than directors and officers of the Company, or (ii) paid or agreed to pay any extra Compensation to any such Person (including, without limitation, any such payments to be made in connection with and/or from the proceeds of the transactions contemplated hereby or by the other Transaction Documents); (g) Suffered any material damage, destruction or loss (whether or not covered by insurance) to any of its Assets; (h) Made any change in its customary methods of accounting or accounting practices, pricing policies or payment or credit practices, or failed to pay any creditor any amount owed to such creditor when due, or granted any extensions of credit other than in the Ordinary Course of Business Business; or 4.13.5. made any capital expenditure (it being understood or series of related capital expenditures) in excess of $200,000 that the consummation of the Reorganization required the was not contemplated by its capital expenditure budget. The Company to change from a cash method to an accrual method of accounting for income tax purposes); (i) Made any Distributions; (j) Entered and its Subsidiaries have not entered into any Contractual Obligation to do any of the things actions referred to in clauses this Section 4.13 (a) through (i) above; and (k) Suffered except for this Agreement or incurred any Material Adverse Effectas otherwise expressly required or permitted by the terms of this Agreement). From September 30, nor any 2010 to the date hereof, there has been no change, event or events which effect that, individually or in the aggregate will have with other changes, events or effects, has resulted in, or is reasonably likely to result in, a Material Adverse Effect. Since January 1, 2009, the Company and its Subsidiaries have maintained sufficient levels of working capital in order to operate the Business in the Ordinary Course of Business, it being understood that the Company and its Subsidiaries can distribute to the Seller or its Affiliates any and all cash at any time prior to the Closing Date and, to the extent such distributions are included in the Closing Date Cash Distribution Amount, on the Closing Date and take such other actions as are expressly required or permitted by the terms of this Agreement.

Change in Condition. From and after Except for the Balance Sheet Date to and including matters set forth in the date hereofDisclosure Letter: (a) Since August 31, 2007, the Company Business has been conducted its Business only in the Ordinary Course of Business and has maintained (except as may be otherwise permitted by the value terms of its Business as a going concern this Agreement) and, except as set forth on Schedule 4.12, its relationships with customers, distributors, suppliers, vendors, employees, agents and others. Without without limiting the generality of the foregoing, except as set forth on Schedule 4.12, which matters have not had and will not have M&M has only made capital expenditures in the aggregate a Material Adverse EffectOrdinary Course of Business; (b) Since August 31, since the Balance Sheet Date the Company 2007, M&M has not: (ai) Entered into any transaction otherwise than on an arms’ length basis or any transaction with any Existing Stockholder or any Affiliate thereof; (b) Made any capital expenditure in excess of $100,000 individually or $500,000 in the aggregate; (c) Incurred incurred or otherwise become liable in respect of any Debt, except for borrowings in the Ordinary Course of Business under the Loan and Security Agreement dated as of December 13, 2000, between Kenexa Financial, Inc. and Citicorp USA, Debt or become liable in respect of any Guarantee; (dii) Created mortgaged or suffered the imposition of pledged any Lien (other than capital leases in excess of $100,000) upon Asset or subjected any assets, whether tangible or intangible, of the CompanyAsset to any Lien; (iiii) Soldsold, leased to others or otherwise disposed of any of its Assets, material Asset; (iiiv) entered into purchased any Contractual Obligation relating to (A) the purchase by the Company Equity Security of any capital stock of Person, or interest any assets material in any Person (other than purchases by the Company from terminated employees), (B) the purchase of assets amount or constituting a business business, or (C) been party to any merger, consolidation or other business combination or entered into any Contract (or non-binding letter of intent) relating to any such purchase, merger, consolidation or business combination; (v) made any loan, advance or capital contribution to or investment in any other Person other than loans or advances made in the Ordinary Course of Business which are not material either singly or in the aggregate; (iiivi) canceled or compromised any Debt or claim (other than compromises of accounts receivable in the Ordinary Course of Business, excluding any Debt which may be retired or satisfied according to the terms of this Agreement; (vii) sold, transferred, licensed or otherwise disposed of any Intellectual Property other than in the Ordinary Course of Business; (viii) made or agreed to make any material change in its customary accounting methods or practices (including Tax accounting methods and practices), ; (ivix) engaged in or become obligated in respect of any transaction with any Affiliate of M&M or of the Shareholder; (x) waived or released or permitted to lapse any right of substantial material value except in the Ordinary Course of Business or suffered any material damage to or material destruction or loss of any material Asset, whether or not covered by insurance; (vxi) instituted, settled or agreed to settle any material Action; or (xii) amended its Charter or Bylaws; (c) Since August 31, 2007, M&M has not: (i) Made had, to the Knowledge of M&M or the Shareholder, any change in its relationships with its Employees, agents, independent contractors, customers, referral sources or suppliers materially adverse to the Business; (ii) made any changes in the rate of Compensation of payable (or paid or agreed in writing to pay any extra Compensation) to any director, officer, employeemanager, or Employee, consultant to, or agent of the Company, except for changes (other than increases granted in the Ordinary Course of Business to the compensation of Persons other than directors and officers of the Company, or (ii) paid or agreed to pay any extra Compensation to any such Person (including, without limitation, any such payments to be made in connection with and/or from the proceeds of the transactions contemplated hereby or by the other Transaction DocumentsBusiness); (giii) Suffered adopted, amended, modified or terminated any material damagePlan or Benefit Arrangement or entered into any plan, destruction program or loss (whether arrangement that, if in effect as of the date hereof, would be a Plan or not covered by insurance) to any of its AssetsBenefit Arrangement; (hiv) Made adopted, approved, ratified or entered into any collective bargaining agreement, side letter, memorandum of understanding or similar agreement with any labor union covering the Employees; or (v) entered into any employment agreement on other than an “at will” basis or made any material change in its customary methods of accounting or accounting practices, pricing policies or payment or credit practices, or failed to pay employment terms for any creditor any amount owed to such creditor when due, or granted any extensions of credit other than in the Ordinary Course of Business (it being understood that the consummation of the Reorganization required the Company to change from a cash method to an accrual method of accounting for income tax purposes)Employee; (id) Made Since August 31, 2007, there has been no amendment of any Distributionsmaterial provision of any Equity Security of M&M; (je) Entered Since August 31, 2007, M&M has not entered into any Contractual Obligation Contract to do any of the things referred to in clauses (a) through (id) aboveabove with respect to it or the Business; (f) Since August 31, 2007, no Material Adverse Effect has occurred in respect of M&M; and (kg) Suffered or incurred Since August 31, 2007, M&M has not: (i) made any Material Adverse Effect, nor any event or events which capital expenditure greater than $10,000 except for expenditures for repairs and maintenance in the aggregate will have a Material Adverse EffectOrdinary Course of Business or to retire or satisfy any Debt as required in this Agreement; or (ii) made any change in its authorized or issued Equity Securities or granted or issued any Equity Security or registration right, purchased, redeemed or retired any of its Equity Securities, or declared or made any Distribution.

Change in Condition. From and after Except for the Balance Sheet Date to and including the date hereof, matters set forth in Section 3.3 of the Company Disclosure Letter, since March 31, 2002: (a) The Company Business has been conducted its Business only in the Ordinary Course of Business and has maintained the value of its Business as a going concern and, (except as set forth on Schedule 4.12may be otherwise permitted or required by the terms of this Agreement), its relationships with customers, distributors, suppliers, vendors, employees, agents and others. Without without limiting the generality of the foregoing, except as set forth on Schedule 4.12, which matters the Company and its Subsidiaries have not had and will not have made capital expenditures only in the aggregate a Material Adverse Effect, since the Balance Sheet Date the Company has not: (a) Entered into any transaction otherwise than on an arms’ length basis or any transaction with any Existing Stockholder or any Affiliate thereofOrdinary Course of Business; (b) Made any capital expenditure in excess of $100,000 individually or $500,000 Other than in the aggregate;Ordinary Course of Business, neither the Company nor any of its Subsidiaries has: (ci) Incurred incurred or otherwise become liable in respect of any Debt, except for borrowings in the Ordinary Course of Business under the Loan and Security Agreement dated as of December 13, 2000, between Kenexa Financial, Inc. and Citicorp USA, Debt or become liable in respect of any Guarantee, other than Debt or any Guarantee between the Company and its respective wholly-owned Subsidiaries; (dii) Created mortgaged or suffered the imposition of pledged a Company Asset or subjected any Lien (other than capital leases in excess of $100,000) upon Company Asset to any assets, whether tangible or intangible, of the CompanyLien; (iiii) Soldmade any change in its authorized or issued capital stock or membership interests or granted or issued any option, purchase right, convertible stock, other sort of Equity Security or registration right, or purchased, redeemed or retired any shares or other Equity Securities, or declared or made any Distribution, the effect of which would be to reduce the Company's and its Subsidiaries' Tangible Net Worth below zero; (iv) sold, leased to others or otherwise disposed of any of its Assets, material Company Asset; (iiv) entered into purchased any Contractual Obligation relating to (A) the purchase by the Company Equity Security of any capital stock of or interest in any Person (other than purchases by of a direct or indirect wholly-owned Subsidiary of the Company from terminated employees)Company, (B) the purchase of or any assets constituting a business material in amount, or (C) been party to any merger, consolidation or other business combination or entered into any Enforceable Contractual Obligation relating to any such purchase, merger, consolidation or business combination; (vi) made any loan, advance or capital contribution to or investment in any Person other than loans, advances or capital contributions to or investments in or to the Company or any of the Company's respective wholly-owned Subsidiaries and other than loans or advances which are not material either singly or in the aggregate; (iiivii) canceled or compromised any Debt Debt; (viii) sold, transferred, licensed or claim otherwise disposed of any Intellectual Property; (other than compromises ix) made or agreed to make any change in its customary methods of accounts receivable accounting or accounting practices; (x) engaged in the Ordinary Course or become obligated in respect of Business), any transaction with any Seller or any Affiliate of any Seller; (ivxi) waived or released or permitted to lapse any right of substantial material value or suffered any material damage to or material destruction or loss of any material asset or property, whether or not covered by insurance; (vxii) instituted, settled or agreed to settle any material Action; (xiii) amended its Charter or Bylaws; or (xiv) consented or agreed to do any of the foregoing. (c) Except in the Ordinary Course of Business, neither the Company nor any of its Subsidiaries has (i) Made had any material change in its relationships with its employees, producers, agents, independent contractors, insurance carriers, customers, referral sources or suppliers, or (ii) made any changes in the rate of Compensation of payable (or paid or agreed in writing or orally promised to pay, conditionally or otherwise, any extra Compensation) to any director, officer, manager, employee, producer, consultant or consultant to, or agent of the Company, except for changes in the Ordinary Course of Business to the compensation of Persons other than directors and officers of the Company, or (ii) paid or agreed to pay any extra Compensation to any such Person (including, without limitation, any such payments to be made in connection with and/or from the proceeds of the transactions contemplated hereby or by the other Transaction Documents)agent; (gd) Suffered There has been no amendment of any material damage, destruction provision of any Equity Security of the Company or loss (whether or not covered by insurance) to any of its AssetsSubsidiaries; (he) Made any change in its customary methods of accounting or accounting practices, pricing policies or payment or credit practices, or failed to pay any creditor any amount owed to such creditor when due, or granted any extensions of credit other than in the Ordinary Course of Business (it being understood that the consummation of the Reorganization required Neither the Company to change from a cash method to an accrual method nor any of accounting for income tax purposes); (i) Made any Distributions; (j) Entered its Subsidiaries has entered into any Enforceable Contractual Obligation (and Sellers and their Affiliates have not entered into any Enforceable Contractual Obligation obligating the Company or any of its Subsidiaries) to do any of the things referred to in clauses (a) through (id) aboveabove with respect to the Company, any of the Subsidiaries of the Company or the Company Business; and (kf) Suffered or incurred any No Material Adverse Effect, nor any event or events which in Effect has occurred with respect to the aggregate will have a Material Adverse EffectCompany and its Subsidiaries.

Change in Condition. From Except for the matters set forth in Schedule 3.4 or in connection with the sale of all of the issued and after the Balance Sheet Date to and including the date hereofoutstanding capital stock of Hit or Miss, Inc. or as contemplated by this Agreement, the Company has conducted its Business only in the Ordinary Course of Business and has maintained the value of its Business as a going concern and, except as set forth on Schedule 4.12, its relationships with customers, distributors, suppliers, vendors, employees, agents and others. Without limiting the generality of the foregoing, except as set forth on Schedule 4.12, which matters have not had and will not have in the aggregate a Material Adverse EffectPurchase Agreement or any other Closing Agreement, since the Balance Sheet Date the Company has notJuly 29, 1995: (a) Entered into any transaction otherwise than on an arms’ length basis or any transaction The business of Issuer has been conducted only in the ordinary course of business consistent with any Existing Stockholder or any Affiliate thereofpast practice; (b) Made Neither Issuer nor any capital expenditure in excess of $100,000 individually or $500,000 its Subsidiaries has, except in the aggregate;ordinary course of business consistent with past practice: (ci) Incurred incurred or otherwise become liable in respect of any Debt, except for borrowings in the Ordinary Course of Business under the Loan and Security Agreement dated as of December 13, 2000, between Kenexa Financial, Inc. and Citicorp USA, Debt or become liable in respect of any Guarantee, other than Debt or any Guarantee between Issuer and its wholly owned Subsidiaries or between wholly owned Subsidiaries of Issuer; (dii) Created mortgaged or suffered the imposition of pledged any Lien Asset or subjected any material Asset to any Lien; (iii) declared or made any Distribution (other than (A) cash dividends on its capital leases stock in excess usual amounts, (B) repurchases of $100,000outstanding capital stock through Issuer's publicly announced share repurchase program and other repurchases not material in amount and (C) upon Distributions from any assets, whether tangible or intangible, Subsidiary of the CompanyIssuer to Issuer); (iiv) Soldsold, leased to others or otherwise disposed of any of its Assetsmaterial Assets except as contemplated by clause (iii) of this Section 3.4(b)); (v) purchased a material amount of Equity Securities of any Person other than of a direct or indirect wholly owned Subsidiary of Issuer, or a material amount of assets (iiother than inventory) of any Person or assets constituting a business, or been party to any merger, consolidation or other business combination or entered into any Contractual Obligation relating to (A) the purchase by the Company of any capital stock of or interest in any Person (other than purchases by the Company from terminated employees)such purchase, (B) the purchase of assets constituting a business or (C) any merger, consolidation or other business combination; (vi) made any loan, advance or capital contribution to or investment in any Person material in amount other than loans, advances or capital contributions to or investments in or to its wholly owned Subsidiaries and other than advances to suppliers in the ordinary course of business; (iiivii) canceled or compromised any Debt or claim (in any material amount other than compromises those between Issuer and a wholly owned Subsidiary or between wholly owned Subsidiaries of accounts receivable in the Ordinary Course Issuer or owed by Issuer or any wholly owned Subsidiary of Business)Issuer; (viii) sold, (iv) waived transferred, licensed or released any right otherwise disposed of substantial value or (v) instituted, settled or agreed to settle any material Actionintellectual or intangible property rights; (i) Made any changes in the rate of Compensation of any director, officer, employee, or consultant to, or agent of the Company, except for changes in the Ordinary Course of Business to the compensation of Persons other than directors and officers of the Company, or (ii) paid or agreed to pay any extra Compensation to any such Person (including, without limitation, any such payments to be made in connection with and/or from the proceeds of the transactions contemplated hereby or by the other Transaction Documents); (g) Suffered any material damage, destruction or loss (whether or not covered by insurance) to any of its Assets; (h) Made any change in its customary methods of accounting or accounting practices, pricing policies or payment or credit practices, or failed to pay any creditor any amount owed to such creditor when due, or granted any extensions of credit other than in the Ordinary Course of Business (it being understood that the consummation of the Reorganization required the Company to change from a cash method to an accrual method of accounting for income tax purposes); (i) Made any Distributions; (j) Entered into any Contractual Obligation to do any of the things referred to in clauses (a) through (i) above; and (k) Suffered or incurred any Material Adverse Effect, nor any event or events which in the aggregate will have a Material Adverse Effect.

Change in Condition. From and after Except as set forth in Section 3.2(h) of the Disclosure Schedule, since the Latest Balance Sheet Date to and including the date hereofDate, the Company Business has been conducted its Business only in the Ordinary Course of Business, except in connection with any process relating to the transactions contemplated herein, including entering into this Agreement, and there have not been any of the following: (i) any Material Adverse Effect, individually or in the aggregate; (ii) any material change in the salaries or other compensation payable or to become payable to, or any advance (excluding advances for ordinary business expenses) or loan to, any employee, or material change or material addition to, or material modification of, other benefits (including any bonus, profit-sharing, pension or other plan in which any of the employees participate) to which any of the employees may be entitled, other than in any such case (A) in the Ordinary Course of Business and has maintained the value of its Business as a going concern and, except as set forth on Schedule 4.12, its relationships consistent with customers, distributors, suppliers, vendors, employees, agents and others. Without limiting the generality of the foregoing, except as set forth on Schedule 4.12, which matters have not had and will not have in the aggregate a Material Adverse Effect, since the Balance Sheet Date the Company has not: (a) Entered into any transaction otherwise than on an arms’ length basis or any transaction with any Existing Stockholder or any Affiliate thereof; (b) Made any capital expenditure in excess of $100,000 individually or $500,000 in the aggregate; (c) Incurred or otherwise become liable in respect of any Debt, except for borrowings in the Ordinary Course of Business under the Loan and Security Agreement dated as of December 13, 2000, between Kenexa Financial, Inc. and Citicorp USA, or become liable in respect of any Guarantee; (d) Created or suffered the imposition of any Lien (other than capital leases in excess of $100,000) upon any assets, whether tangible or intangible, of the Company; (i) Sold, leased to others or otherwise disposed of any of its Assets, (ii) entered into any Contractual Obligation relating to (A) the purchase by the Company of any capital stock of or interest in any Person (other than purchases by the Company from terminated employees)past practice, (B) the purchase of assets constituting a business as required by Law, or (C) as required by any mergercollective bargaining agreement, consolidation or other business combination, if any; (iii) canceled any change by the Company or compromised any Debt of the Subsidiaries in their respective method of accounting or claim keeping its books of account or accounting practices except as required by GAAP; (iv) any sale, transfer or other than compromises disposition of accounts receivable any assets, properties or right of the Company or any of the Subsidiaries, except in the Ordinary Course of Business), (iv) waived or released any right of substantial value or . (v) instituteddeclared, settled set aside or agreed paid a dividend or made any other distribution with respect to settle any material Actionclass of capital stock of the Company or any of the Subsidiaries; (ivi) Made made any changes change or amendment in either the rate Company’s or any of Compensation the Subsidiaries’ organizational documents; (vii) (A) issued or sold any securities of the Company or any of the Subsidiaries; (B) acquired, directly or indirectly, by redemption or otherwise, any securities of the Company or any of the Subsidiaries; or (C) granted or entered into any options, warrants, calls or commitments of any director, officer, employee, or consultant to, or agent kind with respect to any securities of the Company, Company or any of the Subsidiaries; (viii) except for changes in the Ordinary Course of Business to the compensation of Persons other than directors and officers Business, incurred any material Liabilities or discharged or satisfied any Lien on any material asset of the CompanyCompany or any of the Subsidiaries, or (ii) paid or agreed to pay any extra Compensation to any such Person (including, without limitation, any such payments to be made in connection with and/or from the proceeds of the transactions contemplated hereby or by the other Transaction Documents); (g) Suffered any material damage, destruction or loss (whether or not covered by insurance) to any of its Assets; (h) Made any change in its customary methods of accounting or accounting practices, pricing policies or payment or credit practices, Liabilities or failed to pay or discharge when due any creditor material Liabilities of which the failure to pay or discharge has caused or will cause any amount owed material damage or risk of material loss to such creditor when due, the Company or granted any extensions of credit other than the Subsidiaries or their respective assets or properties; (ix) except in the Ordinary Course of Business (it being understood that the consummation of the Reorganization required the Company to change from a cash method to an accrual method of accounting for income tax purposes); (i) Made Business, sold, assigned or transferred, or in any Distributions; (j) Entered into any Contractual Obligation to do manner encumbered, any of the things referred to in clauses (a) through (i) abovematerial assets or properties of the Company or any of the Subsidiaries; andor (kx) Suffered made or incurred suffered any Material Adverse Effectamendment or termination of, nor or caused a lapse of, any event material Contract or events any Permit to which in the aggregate will have Company or any of the Subsidiaries is a Material Adverse Effectparty or by which it is bound.

Change in Condition. From and after Except as set forth in Section 3.2(h) of the Disclosure Schedule, since the Latest Balance Sheet Date to and including the date hereofDate, the Company Business has been conducted its Business only in the Ordinary Course of Business, except in connection with any process relating to the transactions contemplated herein, including entering into this Agreement, and there have not been any of the following: (i) any Material Adverse Effect, individually or in the aggregate; (ii) any material change in the salaries or other compensation payable or to become payable to, or any advance (excluding advances for ordinary business expenses) or loan to, any employee, or material change or material addition to, or material modification of, other benefits (including any bonus, profit-sharing, pension or other plan in which any of the employees participate) to which any of the employees may be entitled, other than in any such case (A) in the Ordinary Course of Business and has maintained the value of its Business consistent with past practice, (B) as a going concern andrequired by Law, except or (C) as set forth on Schedule 4.12required by any collective bargaining agreement, its relationships with customers, distributors, suppliers, vendors, employees, agents and others. Without limiting the generality of the foregoing, except as set forth on Schedule 4.12, which matters have not had and will not have in the aggregate a Material Adverse Effect, since the Balance Sheet Date the Company has not: (a) Entered into any transaction otherwise than on an arms’ length basis or any transaction with any Existing Stockholder or any Affiliate thereofif any; (biii) Made any capital expenditure change by the Company in excess its method of $100,000 individually accounting or $500,000 in the aggregatekeeping its books of account or accounting practices except as required by GAAP; (civ) Incurred any sale, transfer or otherwise become liable in respect other disposition of any Debtassets, properties or right of the Company, except for borrowings in the Ordinary Course of Business under the Loan and Security Agreement dated as of December 13, 2000, between Kenexa Financial, Inc. and Citicorp USA, or become liable in respect of any Guarantee;Business. (dv) Created declared, set aside or suffered the imposition paid a dividend or made any other distribution with respect to any class of any Lien (other than capital leases in excess of $100,000) upon any assets, whether tangible or intangible, stock of the Company; (ivi) Sold, leased to others made any change or otherwise disposed of any of its Assets, amendment in the Company’s organizational documents; (iivii) entered into any Contractual Obligation relating to (A) issued or sold any securities of the purchase by the Company of any capital stock of or interest in any Person (other than purchases by the Company from terminated employees), Company; (B) acquired, directly or indirectly, by redemption or otherwise, any securities of the purchase of assets constituting a business Company; or (C) granted or entered into any mergeroptions, consolidation warrants, calls or other business combination, commitments of any kind with respect to any securities of the Company; (iiiviii) canceled or compromised any Debt or claim (other than compromises of accounts receivable except in the Ordinary Course of Business), (iv) waived or released any right of substantial value or (v) instituted, settled or agreed to settle incurred any material Action; (i) Made Liabilities or discharged or satisfied any changes in the rate of Compensation of Lien on any director, officer, employee, or consultant to, or agent material asset of the Company, or paid any material Liabilities or failed to pay or discharge when due any material Liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or its assets or properties; (ix) except for changes in the Ordinary Course of Business to the compensation of Persons other than directors and officers of the CompanyBusiness, sold, assigned or transferred, or (ii) paid or agreed to pay in any extra Compensation to any such Person (includingmanner encumbered, without limitation, any such payments to be made in connection with and/or from the proceeds of the transactions contemplated hereby or by the other Transaction Documents); (g) Suffered any material damage, destruction or loss (whether or not covered by insurance) to any of its Assets;material assets or properties; or (hx) Made made or suffered any change in its customary methods of accounting amendment or accounting practices, pricing policies or payment or credit practicestermination of, or failed caused a lapse of, any material Contract or any Permit to pay any creditor any amount owed to such creditor when due, which it is a party or granted any extensions of credit other than in the Ordinary Course of Business (by which it being understood that the consummation of the Reorganization required the Company to change from a cash method to an accrual method of accounting for income tax purposes); (i) Made any Distributions; (j) Entered into any Contractual Obligation to do any of the things referred to in clauses (a) through (i) above; and (k) Suffered or incurred any Material Adverse Effect, nor any event or events which in the aggregate will have a Material Adverse Effectis bound.

Change in Condition. From the Balance Sheet Date through the date of this Agreement (a) no event, occurrence, development or change has occurred that has had a Material Adverse Effect, and after (b) the Company and its Subsidiaries have in all material respects conducted the Business in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date to and including the date hereofof this Agreement, neither the Company nor any of its Subsidiaries has: (i) amended its Organizational Documents or taken any action with respect to any such amendment or adopted or carried out any plan of complete or partial liquidation or dissolution; (ii) authorized, issued, pledged, encumbered, sold, granted or otherwise disposed of any shares of capital stock, units, membership, or other equity or profits interests of any kind in the Company or any of its Subsidiaries (including any warrants, options, convertible or exchangeable securities, subscriptions, rights (including any pre-emptive or similar rights), calls or other rights to purchase or acquire any capital stock, units, membership, or other equity or profits interests of any kind in the Company or any of its Subsidiaries) or entered into any agreement with respect thereto or made any changes (by recapitalization, reclassification, stock dividend, stock split, combination, reorganization or otherwise) in the capital structure of, the Company has conducted its Business only in the Ordinary Course of Business and has maintained the value or any of its Business as a going concern and, except as set forth on Schedule 4.12, its relationships with customers, distributors, suppliers, vendors, employees, agents and others. Without limiting the generality of the foregoing, except as set forth on Schedule 4.12, which matters have not had and will not have in the aggregate a Material Adverse Effect, since the Balance Sheet Date the Company has not: (a) Entered into any transaction otherwise than on an arms’ length basis or any transaction with any Existing Stockholder or any Affiliate thereofSubsidiaries; (biii) Made (A) made any capital expenditure declaration or payment of or set aside funds for any dividend or other distribution, payable in excess cash, assets, equity interests, property or otherwise, or made any other payment on or with respect to its Units or made any distribution of $100,000 individually property to any Person (other than to the Company or $500,000 in the aggregateany of its Subsidiaries) or (B) repurchased, redeemed, or otherwise acquired any of its equity or debt securities; (civ) Incurred become liable in respect of any guarantee of Indebtedness for Borrowed Money or incurred, assumed or otherwise become liable in respect of any Debt, except Indebtedness for borrowings Borrowed Money (other than in the Ordinary Course ordinary course of Business under the Loan and Security Agreement dated as of December 13, 2000, between Kenexa Financial, Inc. and Citicorp USA, or become liable in respect of any Guaranteebusiness); (dA) Created merged or suffered consolidated with any Person, (B) acquired by merging or consolidating with, or by purchasing a substantial portion of the imposition equity interests or assets of, any Person or division thereof or otherwise acquired or licensed any assets, properties or equity interests outside of the ordinary course of business or (C) made any loans, capital contributions or advances of any money or other property to, or made any investment in, any Person; (vi) created any Lien (other than capital leases in excess Permitted Liens) over any of $100,000) upon its material assets or sold, leased, licensed, sublicensed, assigned, transferred, divested, canceled, abandoned, disposed of or allowed to lapse or expire any assetsCompany Permits, whether tangible licenses, operations, rights, product lines, businesses, or intangible, interests therein of the CompanyCompany or any of its Subsidiaries that are material to the Business (other than sales of inventory in the ordinary course of business); (ivii) Soldentered into, leased to others assumed, assigned, canceled, terminated, renewed, modified, released or otherwise disposed of amended, in whole or in part, any of its Assetsrights or interests under any Company Contract (other than in the ordinary course of business), (ii) or contract that would be a Company Contract if in effect on the date hereof, or assigned, compromised, released or waived any rights thereunder, or entered into any Contractual Obligation relating Contract outside of the ordinary course of business; (viii) paid, discharged or satisfied any material liabilities, other than in the ordinary course of business, or waived, cancelled or assigned any claims or rights of substantial value, other than in the ordinary course of business; (ix) suffered any material loss, destruction, damage or eminent domain taking (in each case, whether or not insured) affecting any material asset; (x) made any material capital expenditure (or material series of related capital expenditures) other than pursuant to the Company’s capital expenditure budget, a copy of which has been made available to Parent prior to the date hereof; (xi) (A) increased any benefits under any Company Plan or Foreign Company Multiemployer Group Benefit Plan or increased the purchase by compensation payable or paid, whether conditionally or otherwise, to any employee, officer, director or consultant of the Company of any capital stock of or interest in any Person its Subsidiaries (other than purchases by any increase adopted in the Company from terminated employees), (B) the purchase ordinary course of assets constituting a business or (C) any mergerincrease in benefits or compensation required pursuant to applicable Legal Requirements or the terms of an existing Company Plan or Foreign Company Multiemployer Group Benefit Plan or an existing employment, consolidation consulting, indemnification, change of control, severance or other business combination, (iii) canceled similar agreement with any current or compromised any Debt or claim (other than compromises of accounts receivable in the Ordinary Course of Business), (iv) waived or released any right of substantial value or (v) instituted, settled or agreed to settle any material Action; (i) Made any changes in the rate of Compensation of any former director, officer, employee, independent contractor or consultant toconsultant), (B) accelerated the vesting or agent payment of the Companyany compensation or benefit to any current or former employee, except for changes officer, director, independent contractor or consultant, (C) hired or promoted any Person, other than in the Ordinary Course ordinary course of Business to the compensation of Persons business, (D) terminated or demoted any Person, other than directors and officers in the ordinary course of the Companybusiness, or (iiE) paid adopted, modified or agreed to pay terminated any extra Compensation to any such Person Company Plan or commenced or terminated participation in a Foreign Company Multiemployer Group Benefit Plan or arrangement that would be a Company Plan if in effect on the date of this Agreement (including, without limitation, any such payments to be made in connection with and/or from other than as required under applicable Legal Requirements or the proceeds terms of the transactions contemplated hereby applicable Company Plan or by the other Transaction DocumentsForeign Company Multiemployer Group Benefit Plan); (gxii) Suffered any material damage, destruction or loss (whether or not covered by insurance) to any of its Assets; (h) Made made any change in its customary methods of accounting or accounting practices, pricing policies or payment or credit practices, or failed to pay any creditor any amount owed to such creditor when due, or granted any extensions of credit practices other than in the Ordinary Course of Business (it being understood that the consummation of the Reorganization changes required the Company to change from a cash method to an accrual method of accounting for income tax purposes)by GAAP or Governmental Authorities; (ixiii) Made made, changed or revoked any DistributionsTax election, changed any Tax accounting method or period, filed any amended Tax Return, taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in prior periods, settled or compromised any claim with respect to Taxes, entered into an agreement with respect to Taxes, requested any ruling or similar guidance with respect to Taxes, or surrendered any right to a Tax refund; (jxiv) Entered settled or compromised any pending or threatened Action (A) involving an amount individually in excess of $250,000 or in the aggregate in excess of $1,000,000 or the imposition of injunctive or equitable relief against the Company or any of its Subsidiaries, or (B) that would otherwise by material to the Company and its Subsidiaries, taken as a whole; or (xv) authorized, entered into any Contractual Obligation Contract or make any legally binding commitment to do any of the things referred to in clauses (aSections 3.13(i) through (i3.13(xiv) above; and (k) Suffered or incurred any Material Adverse Effect, nor any event or events which in the aggregate will have a Material Adverse Effect.

Change in Condition. From Except for the matters set forth in Schedule 3.4 or in connection with the sale of all of the issued and after the Balance Sheet Date to and including the date hereofoutstanding capital stock of Hit or Miss, Inc. or as contemplated by this Agreement, the Company has conducted its Business only in the Ordinary Course of Business and has maintained the value of its Business as a going concern and, except as set forth on Schedule 4.12, its relationships with customers, distributors, suppliers, vendors, employees, agents and others. Without limiting the generality of the foregoing, except as set forth on Schedule 4.12, which matters have not had and will not have in the aggregate a Material Adverse EffectPurchase Agreement or any other Closing Agreement, since the Balance Sheet Date the Company has notJuly 29, 1995: (a) Entered into any transaction otherwise than on an arms’ length basis or any transaction The business of Issuer has been conducted only in the ordinary course of business consistent with any Existing Stockholder or any Affiliate thereofpast practice; (b) Made Neither Issuer nor any capital expenditure in excess of $100,000 individually or $500,000 its Subsidiaries has, except in the aggregate;ordinary course of business consistent with past practice: (ci) Incurred incurred or otherwise become liable in respect of any Debt, except for borrowings in the Ordinary Course of Business under the Loan and Security Agreement dated as of December 13, 2000, between Kenexa Financial, Inc. and Citicorp USA, Debt or become liable in respect of any Guarantee, other than Debt or any Guarantee between Issuer and its wholly owned Subsidiaries or between wholly owned Subsidiaries of Issuer; (dii) Created mortgaged or suffered the imposition of pledged any Lien Asset or subjected any material Asset to any Lien; (iii) declared or made any Distribution (other than (A) cash dividends on its capital leases stock in excess usual amounts, (B) repurchases of $100,000outstanding capital stock through Issuer's publicly announced share repurchase program and other repurchases not material in amount and (C) upon Distributions from any assets, whether tangible or intangible, Subsidiary of the CompanyIssuer to Issuer); (iiv) Soldsold, leased to others or otherwise disposed of any of its Assetsmaterial Assets except as contemplated by clause (iii) of this Section 3.4(b)); (v) purchased a material amount of Equity Securities of any Person other than of a direct or indirect wholly owned Subsidiary of Issuer, or a material amount of assets (iiother than inventory) of any Person or assets constituting a business, or been party to any merger, consolidation or other business combination or entered into any Contractual Obligation relating to (A) the purchase by the Company of any capital stock of or interest in any Person (other than purchases by the Company from terminated employees)such purchase, (B) the purchase of assets constituting a business or (C) any merger, consolidation or other business combination; (vi) made any loan, advance or capital contribution to or investment in any Person material in amount other than loans, advances or capital contributions to or investments in or to its wholly owned Subsidiaries and other than advances to suppliers in the ordinary course of business; (iiivii) canceled or compromised any Debt or claim (in any material amount other than compromises those between Issuer and a wholly owned Subsidiary or between wholly owned Subsidiaries of accounts receivable in the Ordinary Course Issuer or owed by Issuer or any wholly owned Subsidiary of Business)Issuer; (viii) sold, transferred, licensed or otherwise disposed of any material intellectual or intangible property rights; (ivix) waived or released or permitted to lapse any right of substantial value or material value; or (vx) instituted, settled or agreed to settle any material Action; (ic) Made any changes in the rate of Compensation of any director, officer, employee, or consultant to, or agent of the Company, except for changes in the Ordinary Course of Business to the compensation of Persons other than directors and officers of the Company, or (ii) paid or agreed to pay any extra Compensation to any such Person (including, without limitation, any such payments to be made in connection with and/or from the proceeds of the transactions contemplated hereby or by the other Transaction Documents); (g) Suffered any material damage, destruction or loss (whether or not covered by insurance) to Neither Issuer nor any of its Assets; (h) Made Subsidiaries has had any change in its customary methods of accounting relationships with its employees, agents, customers or accounting practicessuppliers, pricing policies or payment or credit practices, or failed except as has not and could not reasonably be expected to pay any creditor any amount owed to such creditor when due, or granted any extensions of credit other than in the Ordinary Course of Business (it being understood that the consummation of the Reorganization required the Company to change from have a cash method to an accrual method of accounting for income tax purposes)Material Adverse Effect; (id) Made Except for Employee Securities, there has been no amendment of any Distributionsmaterial provision of any Equity Security of Issuer; (je) Entered Neither Issuer nor any of its Affiliates has entered into any Contractual Obligation to do any of the things referred to in clauses (a) through (id) above; and (kf) Suffered or incurred any No Material Adverse Effect, nor any event or events which in the aggregate will have a Material Adverse EffectEffect on Issuer has occurred.