Common use of CHANGES SINCE THE CURRENT BALANCE SHEET DATE Clause in Contracts

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the Current Balance Sheet, the Company has operated in the ordinary course of business and has not: (i) issued any capital stock or other securities; (ii) made any distribution of or with respect to its capital stock or other securities or purchased or redeemed any of its securities; (iii) except as set forth on SCHEDULE 5.8(iii), paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment of such persons; (iv) sold, leased or transferred any of its properties or assets other than in the ordinary course of business consistent with past practice, except as set forth on SCHEDULE 5.8(iv); (v) made or obligated itself to make capital expenditures in excess of $50,000 except in the ordinary course of business consistent with past practice; (vi) made any payment in respect of its liabilities other than in the ordinary course of business consistent with past practice; (vii) incurred any obligations or liabilities (including any indebtedness) other than amounts borrowed after June 30, 1998 to fund new equipment purchases or entered into any transaction or series of transactions involving in excess of $10,000.00 in the aggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby and as set forth on SCHEDULE 5.9; (viii) suffered any theft, damage, destruction or casualty loss, not covered by insurance and for which a timely claim was filed, in excess of $10,000.00 in the aggregate; (ix) suffered any extraordinary losses (whether or not covered by insurance); (x) waived, canceled, compromised or released any rights except in the ordinary course having a value in excess of $10,000.00 in the aggregate; (xi) made or adopted any change in its accounting practice or policies; (xii) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (xiii) entered into any transaction with any Affiliate other than intercompany transactions in the ordinary course of business consistent with past practice; (xiv) entered into any employment agreement; (xv) terminated, amended or modified any agreement involving an amount in excess of $10,000.00; (xvi) imposed any security interest or other Lien on any of its assets other than in the ordinary course of business consistent with past practice; (xvii) delayed paying any accounts payable which are due and payable except to the extent being contested in good faith; (xviii) made or pledged any charitable contribution in excess of $1,000; (xix) entered into any other transaction or been subject to any event which has or may have a Material Adverse Effect on the Company; or (xx) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since Except as disclosed -------------------------------------------- in Schedule 3.10, since the date of the Current Balance Sheet, the Company has operated in the ordinary course of business and has ------------- not: (i) issued any capital stock or other securities; (ii) made any distribution of or with respect to its capital stock or other securities or purchased or redeemed any of its securities; (iii) except as set forth on SCHEDULE 5.8(iii), paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment of such persons, except for customary annual bonuses and wage increases consistent with past practice; (iv) sold, leased or transferred any of its properties or assets other than in the ordinary course of business consistent with past practice, except as set forth on SCHEDULE 5.8(iv); (v) made or obligated itself to make capital expenditures in excess out of $50,000 except in the ordinary course of business consistent with past practice; (vi) made any payment in respect of its liabilities other than in the ordinary course of business consistent with past practice; (vii) incurred any obligations or liabilities (including any indebtedness) other than amounts borrowed after June 30, 1998 to fund new equipment purchases or entered into any transaction or series of transactions involving in excess of $10,000.00 20,000 in the aggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby and as set forth on SCHEDULE 5.9hereby; (viii) suffered any theft, damage, destruction or casualty loss, not covered by insurance and for which a timely claim was filed, in excess of $10,000.00 20,000 in the aggregate; (ix) suffered any extraordinary losses (whether or not covered by insurance); (x) waived, canceled, compromised or released any rights except in the ordinary course having a value in excess of $10,000.00 20,000 in the aggregate; (xi) made or adopted any change in its accounting practice or policies; (xii) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (xiii) entered into any transaction with any Affiliate other than intercompany transactions in the ordinary course of business consistent with past practice; (xiv) entered into any employment agreementagreement outside of the ordinary course; (xv) terminated, amended or modified any agreement involving an amount in excess of $10,000.0020,000; (xvi) imposed any security interest or other Lien on any of its assets other than in the ordinary course of business consistent with past practice; (xvii) delayed paying any accounts payable which are due and payable except to the extent being contested in good faith; (xviii) made or pledged any charitable contribution in excess of $1,000; (xix) entered into any other transaction or been subject to any event which has or may have a Material Adverse Effect on the Company5,000; or (xxxviii) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the Current Balance Sheet, the Company has operated in the ordinary course Ordinary Course of business and Business, there has not: (i) issued any capital stock not been a Material Adverse Change in the Company or other securities; (ii) made any distribution of or with respect to its capital stock or other securities or purchased or redeemed any of its securities; (iii) the Business and, except as set forth on SCHEDULE 5.8(iii)Schedule 4.9, the Company has not (i) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms than in the Ordinary Course of employment of such personsBusiness; (ivii) sold, leased or transferred any of its properties or assets other than (x) the sale of inventory in the ordinary course Ordinary Course of business consistent with past practice, except as set forth on SCHEDULE 5.8(ivBusiness and (y) the sale of assets other than inventory in an aggregate amount not exceeding Two Hundred Fifty Thousand Dollars ($250,000); (viii) made or obligated itself to make capital expenditures in excess of One Hundred Thousand Dollars ($50,000 except 100,000) in the ordinary course of business consistent with past practiceaggregate not shown on the Current Balance Sheet; (vi) made any payment in respect of its liabilities other than in the ordinary course of business consistent with past practice; (viiiv) incurred any obligations or liabilities (including any indebtednessIndebtedness) other than amounts borrowed after June 30, 1998 to fund new equipment purchases or entered into any transaction or series of transactions outside the Ordinary Course of Business involving in excess of One Hundred Thousand Dollars ($10,000.00 100,000) in the aggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby and as set forth on SCHEDULE 5.9aggregate; (viiiv) suffered any theft, damage, destruction destruction, casualty loss or casualty extraordinary loss, whether or not covered by insurance and for which whether or not a timely claim was filedfiled with respect thereto, in excess of Fifty Thousand Dollars ($10,000.00 50,000) in the aggregate; (ix) suffered any extraordinary losses (whether or not covered by insurance); (xvi) waived, canceled, compromised or released any rights except in the ordinary course having a value in excess of Fifty Thousand Dollars ($10,000.00 50,000) in the aggregateaggregate other than in the Ordinary Course of Business; (xivii) made or adopted any change in its accounting practice or policies; (xiiviii) made any adjustment to its books and or records other than in respect the Ordinary Course of the conduct of its business activities in the ordinary course consistent with past practiceBusiness; (xiiiix) entered into any transaction with any Affiliate other than intercompany transactions in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (xivx) entered into any employment or consulting agreement; (xv) terminated, amended or modified any agreement involving an amount in excess of $10,000.00; (xvixi) imposed any security interest or other Lien on any of its assets other than in the ordinary course of business consistent with past practicePurchased Assets; (xvii) delayed paying any accounts payable which are due and payable except to the extent being contested in good faith; (xviiixii) made or pledged any charitable contribution contributions in excess of Ten Thousand Dollars ($1,00010,000) in the aggregate; (xixxiii) entered into any other transaction or, to the Knowledge of the Company or AVS, been subject to any event which has or may have a Material Adverse Effect on the Company, the Business or the Purchased Assets; or (xxxiv) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since Except as contemplated by this Agreement, since the date of the its Current Balance SheetSheet included in the Financial Statements, the Company has operated in the ordinary course of business and has not: (ia) issued declared, set aside, made or paid any capital stock dividend or other securities; (ii) made any distribution payable in cash, stock, property or otherwise of or with respect to its capital stock stock, or other securities securities, or reclassified, combined, split, subdivided or redeemed, purchased or redeemed otherwise acquired, directly or indirectly, any of its capital stock, or other securities; (iiib) except as set forth on SCHEDULE 5.8(iii), paid any bonus to or increased the rate of compensation of any of its officers officers, partners, or salaried employees employees, or amended any other terms of employment or engagement of such persons; (ivc) sold, leased or transferred any of its properties or assets or acquired any properties or assets other than in the ordinary course of business consistent with past practice, except as set forth on SCHEDULE 5.8(iv); (vd) made made, or obligated itself to make make, any capital expenditures in excess of $50,000 except in the ordinary course of business consistent with past practiceexpenditures; (vie) made any payment in respect of its liabilities other than in the ordinary course of business consistent with past practice; (viif) except in the ordinary course of business, incurred any obligations or liabilities (including including, without limitation, any indebtedness) other than amounts indebtedness for borrowed after June 30money, 1998 to fund new equipment purchases issuance of any debt securities, or entered into any transaction the assumption, guarantee, or series of transactions involving in excess of $10,000.00 in the aggregate out endorsement of the ordinary course obligations of business, except for this Agreement and the transactions contemplated hereby and as set forth on SCHEDULE 5.9any Person); (viiig) suffered any theft, damage, destruction or casualty loss, loss not covered by insurance and for which a timely claim was filed, in excess of $10,000.00 10,000 in the aggregate, and in excess of $50,000 in the aggregate if covered by insurance; (ixh) suffered any extraordinary losses (whether or not covered by insurance); (xi) waived, canceled, compromised or released any rights except in the ordinary course having a value in excess of $10,000.00 10,000 in the aggregate; (xij) made or adopted any change in its accounting practice or policies; (xiik) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (xiiil) entered into any transaction with the Shareholder or any Affiliate other than intercompany transactions in of the ordinary course of business consistent with past practiceCompany or the Shareholder; (xivm) entered into any employment agreementagreement that is not terminable at will without any liability or obligation; (xvn) terminated, amended or modified any agreement involving an amount in excess of $10,000.0010,000 in the aggregate; (xvio) imposed any security interest or other Lien on any of its assets other than in the ordinary course of business consistent with past practiceassets; (xviip) delayed paying any accounts account payable or other obligation beyond the date on which are it is due and payable payable, except to the extent being contested in good faith; (xviiiq) made or pledged any charitable contribution in excess of $1,000contributions; (xixr) acquired (including, without limitation, for cash or shares of stock, by merger, consolidation, or acquisition of stock or assets) any interest in any corporation, partnership or other business organization or division thereof or any assets, or made any investment either by purchase of stock or securities, contributions or property transfer of capital; (s) increased or decreased prices charged to customers, or taken any actions which might reasonably result in any material loss of customers; (t) entered into any other transaction or been subject to any event which has or may reasonably be expected to have a Material Adverse Effect on the Company; or (xxu) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since Except as disclosed in Schedule 3.10, since the date of the Current Balance Sheet, the Company has operated in the ordinary course of business and has not: not (i) issued any capital stock or other securities; (ii) made any distribution of or with respect to its capital stock or other securities or purchased or redeemed any of its securities; (iii) except as set forth on SCHEDULE 5.8(iii), paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment of such persons; (iv) sold, leased or transferred any of its properties or assets other than in the ordinary course of business consistent with past practice, except as set forth on SCHEDULE 5.8(iv); (v) made or obligated itself to make capital expenditures in excess out of $50,000 except in the ordinary course of business consistent with past practice; (vi) made any payment in respect of its liabilities other than in the ordinary course of business consistent with past practice; (vii) incurred any obligations or liabilities (including any indebtedness) other than amounts borrowed after June 30, 1998 to fund new equipment purchases or entered into any transaction or series of transactions involving in excess of $10,000.00 25,000 in the aggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby and as set forth on SCHEDULE 5.9hereby; (viii) suffered any theft, damage, destruction or casualty loss, not covered by insurance and for which a timely claim was filed, in excess of $10,000.00 25,000 in the aggregate; (ix) suffered any extraordinary losses (whether or not covered by insurance); (x) waived, canceled, compromised or released any rights except in the ordinary course having a value in excess of $10,000.00 25,000 in the aggregate; (xi) made or adopted any change in its accounting practice or policies; (xii) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (xiii) entered into any transaction with any Affiliate other than intercompany transactions in the ordinary course of business consistent with past practice; (xiv) entered into any employment agreement; (xv) terminated, amended or modified any agreement involving an amount in excess of $10,000.0025,000; (xvi) imposed any security interest or other Lien on any of its assets other than in the ordinary course of business consistent with past practice; (xvii) delayed paying any accounts payable which are is due and payable except to the extent being contested in good faithfaith and except in the ordinary course of its business; (xviii) made or pledged any charitable contribution other than in excess the ordinary course of $1,000business consistent with past practice; (xix) entered into any other transaction or been subject to any event which has or may have a Material Adverse Effect on the Company; or (xx) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the Current Balance Sheet, the Company has operated in and the ordinary course of business and has not: Subsidiary have not (i) issued any capital stock or other securities; (ii) made any distribution of or with respect to its capital stock or other securities or purchased or redeemed any of its securities; (iii) except as set forth on SCHEDULE 5.8(iii), paid any bonus to or increased the rate of compensation of any of its officers officers, directors, shareholders, employees, agents or salaried employees consultants or amended any other terms of employment of such persons; (iv) sold, leased or transferred any of its properties or assets other than in the ordinary course of business consistent with past practice, except as set forth on SCHEDULE 5.8(iv)Assets; (v) made or obligated itself to make capital expenditures in excess of $50,000 except in the ordinary course of business consistent with past practiceexpenditures; (vi) made any payment in respect of its liabilities other than in the ordinary course of business consistent with past practicepractices; (vii) incurred any obligations or liabilities (including any indebtednessIndebtedness) other than amounts borrowed after June 30, 1998 to fund new equipment purchases or entered into any transaction or series of transactions involving in excess of Ten Thousand Dollars ($10,000.00 10,000) in the aggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby and as set forth on SCHEDULE 5.9hereby; (viii) suffered any theft, damage, destruction or casualty loss, not covered by insurance and for which a timely claim was filed, loss in excess of Ten Thousand Dollars ($10,000.00 10,000) in the aggregate; (ix) suffered any extraordinary losses (whether or not covered by insurance); (x) waived, canceled, compromised or released any rights except in the ordinary course having a value in excess of Ten Thousand Dollars ($10,000.00 10,000) in the aggregate; (xi) made or adopted any change in its accounting practice or policies; (xii) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practiceactivities; (xiii) entered into any transaction with any Affiliate other than intercompany transactions in the ordinary course of business consistent with past practice; (xiv) entered into any employment agreement; (xvxiv) entered into, terminated, amended or modified any agreement involving an amount in excess of Ten Thousand Dollars ($10,000.0010,000); (xvixv) imposed any security interest or other Lien on any of its assets other than in the ordinary course of business consistent with past practiceAssets; (xvii) delayed paying any accounts payable which are due and payable except to the extent being contested in good faith; (xviii) made or pledged any charitable contribution in excess of $1,000; (xixxvi) entered into any other transaction or been subject to any event which has or may have a Material Adverse Effect on the Company; (xvii) acquired any interest in any corporation, partnership or other venture; (xxxviii) agreed made any loans to do any third party or authorized any of the foregoingemployee.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since Except as disclosed in Schedule 3.10, and except as contemplated by Section 6.16 hereof, between the date of the Current Balance Sheet, Sheet and the Company date hereof HouTex has operated in the ordinary course of business and has not: not (i) issued any capital stock or other securities; (ii) made any distribution of or with respect to its capital stock or other securities or purchased or redeemed any of its securities; (iii) except as set forth on SCHEDULE 5.8(iii), paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment of such persons; (iv) sold, leased or transferred any of its properties or assets other than in the ordinary course of business consistent with past practice, except as set forth on SCHEDULE 5.8(iv); (v) made or obligated itself to make capital expenditures in excess out of $50,000 except in the ordinary course of business consistent with past practice; (vi) made any payment in respect of its liabilities other than in the ordinary course of business consistent with past practice; (vii) incurred any obligations or liabilities (including any indebtedness) other than amounts borrowed after June 30, 1998 to fund new equipment purchases or entered into any transaction or series of transactions involving in excess of $10,000.00 10,000 in the aggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby and as set forth on SCHEDULE 5.9hereby; (viii) suffered any theft, damage, destruction or casualty loss, not covered by insurance and for which a timely claim was filed, in excess of $10,000.00 10,000 in the aggregate; (ix) suffered any extraordinary losses (whether or not covered by insurance); (x) waived, canceledcancelled, compromised or released any rights except in the ordinary course having a value in excess of $10,000.00 10,000 in the aggregate; (xi) made or adopted any change in its accounting practice or policies; (xii) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (xiii) entered into any transaction with any Affiliate other than intercompany transactions in the ordinary course of business consistent with past practice; (xiv) entered into any employment agreement; (xv) terminated, amended or modified any agreement involving an amount in excess of $10,000.0010,000; (xvi) imposed any security interest or other Lien on any of its assets other than in the ordinary course of business consistent with past practice; (xvii) delayed paying any accounts payable which are is due and payable except to the extent being contested in good faith; (xviii) made or pledged any charitable contribution other than in excess the ordinary course of $1,000business consistent with past practice; (xix) entered into any other transaction or been subject to any event which has or may have a Material Adverse Effect on the CompanyHouTex; or (xx) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since Except as disclosed in Schedule 4.10, since the date of the Current Balance Sheet, neither the Company nor any Subsidiary has operated in the ordinary course of business and has not: (i) issued any capital stock or other securities; (ii) made any distribution of or with respect to its capital stock or other securities or purchased or redeemed any of its securities; (iii) except as set forth on SCHEDULE 5.8(iii), paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment of such persons; (iv) sold, leased or transferred any of its properties or assets other than in the ordinary course of business consistent with past practice, except as set forth on SCHEDULE 5.8(iv); (v) made or obligated itself to make capital expenditures in excess out of $50,000 except in the ordinary course of business consistent with past practice; (vi) made any payment in respect of its liabilities other than in the ordinary course of business consistent with past practice; (vii) incurred any obligations or liabilities (including any indebtedness) other than amounts borrowed after June 30, 1998 to fund new equipment purchases or entered into any transaction or series of transactions involving in excess of $10,000.00 100,000 in the aggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby and as set forth on SCHEDULE 5.9hereby; (viii) suffered any theft, damage, destruction or casualty loss, not covered by insurance and for which a timely claim was filed, in excess of $10,000.00 100,000 in the aggregate; (ix) suffered any extraordinary losses (whether or not covered by insurance); (x) waived, canceled, compromised or released any rights except in the ordinary course having a value in excess of $10,000.00 100,000 in the aggregate; (xi) made or adopted any change in its accounting practice or policies; (xii) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (xiii) entered into any transaction with any Affiliate other than intercompany transactions in the ordinary course of business consistent with past practice; (xiv) entered into any employment agreement; (xv) terminated, amended or modified any agreement involving an amount in excess of $10,000.00; (xvi) imposed any security interest or other Lien on any of its assets other than in the ordinary course of business consistent with past practice; (xvii) delayed paying any accounts payable which are due and payable except to the extent being contested in good faith; (xviii) made or pledged any charitable contribution in excess of $1,000; (xix) entered into any other transaction or been subject to any event which has or may have a Material Adverse Effect on the Company; or (xx) agreed to do or authorized any of the foregoing.entered

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the Current Balance SheetSheet of the Company, the Company has operated in the ordinary course of business and has not: (ia) issued any capital stock or other securities; (iib) except as set forth on Schedule 3.10, made any distribution of or with respect to its capital stock or other securities or purchased or redeemed any of its securities; (iiic) except as set forth on SCHEDULE 5.8(iii)Schedule 3.10, paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment of such persons; (ivd) sold, leased or transferred any of its properties or assets other than in the ordinary course of business consistent with past practice, except as set forth on SCHEDULE 5.8(iv); (ve) made or obligated itself to make capital expenditures in excess out of $50,000 except in the ordinary course of business consistent with past practicepractice except for purchases of real property, known as the Kraexxx Xxxt Property, adjacent to the Company's facilities in Anaheim for not more than $350,000; (vif) made any payment in respect of its liabilities other than in the ordinary course of business consistent with past practice; (viig) incurred any obligations or liabilities (including any indebtedness) other than amounts borrowed after June 30, 1998 to fund new equipment purchases or entered into any transaction or series of transactions involving in excess of $10,000.00 100,000 individually, or in excess of $250,000 in the aggregate for all such transactions, out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby and as set forth on SCHEDULE 5.9hereby; (viiih) suffered any theft, damage, destruction or casualty loss, not covered by insurance and for which a timely claim was filed, in excess of $10,000.00 100,000 in the aggregate; (ixi) suffered any extraordinary losses (whether or not covered by insurance); (xj) waived, canceled, compromised or released any rights except in the ordinary course having a value in excess of $10,000.00 100,000 in the aggregate; (xik) made or adopted any change in its accounting practice or policies; (xiil) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (xiiim) entered into any transaction with any Affiliate other than intercompany transactions in the ordinary course of business consistent with past practiceAffiliate; (xivn) entered into any written employment agreement; (xvo) terminated, amended or modified any agreement involving an amount in excess of $10,000.00100,000 out of the ordinary course of business; (xvip) imposed any security interest or other Lien on any of its assets other than in the ordinary course of business consistent with past practice; (xviiq) delayed paying any accounts payable which are due and payable except to the extent being contested in good faith; (xviiir) made or pledged any charitable contribution other than in excess the ordinary course of $1,000business consistent with past practice; (xixs) entered into any other transaction or been subject to any event which has or may is likely to have a Material Adverse Effect on the Company; or (xxt) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since Except as disclosed in Schedule 3.10, since the date of the Current Balance Sheet, neither the Company nor any of its consolidated subsidiaries has operated in the ordinary course of business and has not: (i) issued any capital stock or other securities; (ii) made any distribution of or with respect to its capital stock or other securities or purchased or redeemed any of its securities; (iii) except as set forth on SCHEDULE 5.8(iii), paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment of such personspersons except in the ordinary course of business consistent with past practice; (iv) sold, leased or transferred any of its properties or assets other than in the ordinary course of business consistent with past practice, except as set forth on SCHEDULE 5.8(iv); (v) made or obligated itself to make capital expenditures in excess out of $50,000 except in the ordinary course of business consistent with past practice; (vi) made any payment in respect of its liabilities other than in the ordinary course of business consistent with past practice; (vii) incurred any obligations or liabilities (including any indebtedness) other than amounts borrowed after June 30, 1998 to fund new equipment purchases or entered into any transaction or series of transactions involving in excess of $10,000.00 25,000 in the aggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby and as set forth on SCHEDULE 5.9hereby; (viii) suffered any theft, damage, destruction or casualty loss, not covered by insurance and for which a timely claim was filed, in excess of $10,000.00 25,000 in the aggregate; (ix) suffered any extraordinary losses (whether or not covered by insurance); (x) waived, canceledcancelled, compromised or released any rights except in the ordinary course having a value in excess of $10,000.00 25,000 in the aggregate; (xi) made or adopted any change in its accounting practice or policiespolicies not consistent with GAAP; (xii) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (xiii) entered into any transaction with any Affiliate other than intercompany transactions in the ordinary course of business consistent with past practice; (xiv) entered into any employment agreement; (xv) terminated, amended or modified any agreement involving an amount in excess of $10,000.0025,000; (xvi) imposed any security interest or other Lien on any of its assets other than in the ordinary course of business consistent with past practice; (xvii) delayed paying any accounts payable which are is due and payable except to the extent being contested in good faith; (xviii) made or pledged any charitable contribution other than in excess the ordinary course of $1,000business consistent with past practice; (xix) entered into any other transaction or been subject to any event which has or may have a Material Adverse Effect on the Company; or (xx) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since Except as set for on Schedule 5.8, since the date of the Current Balance Sheet, the Company has operated in the ordinary course of business and has not: (i) issued any capital stock or other securities; (ii) made any distribution of or with respect to its capital stock or other securities or purchased or redeemed any of its securities; , (iiiii) except as set forth on SCHEDULE 5.8(iii), paid any bonus or other payments to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment of such persons; , (iviii) sold, leased or transferred any of its properties or assets other than in the ordinary course of business consistent with past practicepractices, except as set forth on SCHEDULE 5.8(iv); (viv) made or obligated itself to make capital expenditures in excess out of $50,000 except in the ordinary course of business consistent with past practice; practices, (viv) made any payment in respect of its liabilities other than in the ordinary course of business consistent with past practice; practices, (viivi) incurred any obligations or liabilities (including any indebtednessIndebtedness) other than amounts borrowed after June 30, 1998 to fund new equipment purchases or entered into any transaction or series of transactions involving in excess of Ten Thousand Dollars ($10,000.00 10,000) in the aggregate out of the ordinary course of business, consistent with past practices except for this Agreement and the transactions contemplated hereby and as set forth on SCHEDULE 5.9; hereby, (viiivii) suffered any theft, damage, destruction or casualty loss, not covered by insurance and for which a timely claim was filed, in excess of Ten Thousand Dollars ($10,000.00 10,000) in the aggregate; , (ixviii) suffered any extraordinary losses (whether or not covered by insurance); , (xix) waived, canceled, compromised or released any rights except in the ordinary course having a value in excess of Ten Thousand Dollars ($10,000.00 10,000) in the aggregate; , (xix) made or adopted any change in its accounting practice or policies; , (xiixi) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; practices, (xiiixii) entered into any transaction with any Affiliate other than intercompany transactions in the ordinary course of business consistent with past practice; practices, (xivxiii) entered into any employment agreement; , consulting, compensation or other arrangement with any Person, (xvxiv) entered into, terminated, amended or modified any agreement involving an amount in excess of Ten Thousand Dollars ($10,000.00; 10,000), (xvixv) imposed any security interest or other Lien on any of its assets other than in the ordinary course of business consistent with past practice; assets, (xviixvi) delayed paying any accounts payable which are due and payable except to the extent being contested in good faith; , (xviii) made or pledged any charitable contribution in excess of $1,000; (xixxvii) entered into any other transaction or been subject to any event which has or may is reasonably likely to have a Material Adverse Effect on the Company; , (xviii) made any loans to any third party or employee except in the ordinary course of business consistent with past practices, or (xxxix) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the Current Balance SheetSheets of each of the AAA Companies, none of the Company AAA Companies has operated in the ordinary course of business and has not: (i) issued any capital stock or other securities; (ii) made any distribution of or with respect to its capital stock or other securities or purchased or redeemed any of its securitiessecurities except in the ordinary course of business consistent with past practice and as set forth on Schedule 3.10; (iii) except as set forth on SCHEDULE 5.8(iii), paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment of such personspersons except in the ordinary course of business consistent with past practice; (iv) sold, leased or transferred any of its properties or assets other than in the ordinary course of business consistent with past practice, except as set forth on SCHEDULE 5.8(iv); (v) made or obligated itself to make capital expenditures in excess out of $50,000 except in the ordinary course of business consistent with past practice; (vi) made any payment in respect of its liabilities other than in the ordinary course of business consistent with past practice; (vii) incurred any obligations or liabilities (including any indebtedness) other than amounts borrowed after June 30, 1998 to fund new equipment purchases or entered into any transaction or series of transactions involving in excess of $10,000.00 25,000 in the aggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby and as set forth on SCHEDULE 5.9hereby; (viii) suffered any theft, damage, destruction or casualty loss, not covered by insurance and for which a timely claim was filed, in excess of $10,000.00 25,000 in the aggregate; (ix) suffered any extraordinary losses (whether or not covered by insurance); (x) waived, canceled, compromised or released any rights except in the ordinary course having a value in excess of $10,000.00 25,000 in the aggregate; (xi) made or adopted any change in its accounting practice or policies; (xii) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (xiii) entered into any transaction with any Affiliate other than intercompany transactions in the ordinary course of business consistent with past practice; (xiv) entered into any employment agreementagreement except in the ordinary course of business, consistent with past practice; (xv) terminated, amended or modified any agreement involving an amount in excess of $10,000.0025,000; (xvi) imposed any security interest or other Lien on any of its assets other than in the ordinary course of business consistent with past practice; (xvii) delayed paying any accounts payable which are due and payable except to the extent being contested in good faith; (xviii) made or pledged any charitable contribution in excess of $1,000; (xix) entered into any other transaction or been subject to any event which has or may have a Material Adverse Effect on the Company; or (xx) agreed to do or authorized any of the foregoing.made

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the Current Balance Sheet, the Company has operated in the ordinary course of business and has not: not (i) issued any capital stock membership interests or other securities; (ii) made any distribution of or with respect to its capital stock membership interests or other securities or purchased or redeemed any of its membership interests or securities; (iii) except as set forth on SCHEDULE 5.8(iii), paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment of such persons; (iv) sold, leased or transferred any of its properties or assets other than in the ordinary course of business consistent with past practice, except as set forth on SCHEDULE 5.8(iv)practices; (v) made or obligated itself to make capital expenditures in excess out of $50,000 except in the ordinary course of business consistent with past practicepractices; (vi) made any payment in respect of its liabilities other than in the ordinary course of business consistent with past practicepractices; (vii) incurred any obligations or liabilities (including any indebtednessIndebtedness) other than amounts borrowed after June 30, 1998 to fund new equipment purchases or entered into any transaction or series of transactions involving in excess of Ten Thousand Dollars ($10,000.00 10,000) in the aggregate out of the ordinary course of business, consistent with past practices except for this Agreement and the transactions contemplated hereby and as set forth on SCHEDULE 5.9hereby; (viii) suffered any theft, damage, destruction or casualty loss, not covered by insurance and for which a timely claim was filed, in excess of Ten Thousand Dollars ($10,000.00 10,000) in the aggregate; (ix) suffered any extraordinary losses (whether or not covered by insurance); (x) waived, canceled, compromised or released any rights except in the ordinary course having a value in excess of Ten Thousand Dollars ($10,000.00 10,000) in the aggregate; (xi) made or adopted any change in its accounting practice or policies; (xii) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practicepractices; (xiii) entered into any transaction with any Affiliate other than intercompany transactions in the ordinary course of business consistent with past practiceAffiliate; (xiv) entered into any employment agreement; (xv) entered into, terminated, amended or modified any agreement involving an amount in excess of Ten Thousand Dollars ($10,000.0010,000); (xvi) imposed any security interest or other Lien on any of its assets other than in the ordinary course of business consistent with past practiceassets; (xvii) delayed paying any accounts payable which are due and payable except to the extent being contested in good faith; (xviii) made or pledged any charitable contribution in excess of Five Thousand Dollars ($1,0005,000); (xix) entered into any other transaction or been subject to any event which has or may have a Material Adverse Effect on the Company; (xx) acquired any interest in any corporation, partnership or other venture; (xxi) made any loans to any third party or employee except in the ordinary course of business consistent with past practices; or (xxxxii) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the Current Balance Sheet, the Company has operated in the ordinary course Ordinary Course of business and Business, there has not: (i) issued any capital stock not been a Material Adverse Change in the Company or other securities; (ii) made any distribution of or with respect to its capital stock or other securities or purchased or redeemed any of its securities; (iii) the Business and, except as set forth on SCHEDULE 5.8(iii)4.9, the Company has not (i) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms than in the Ordinary Course of employment of such personsBusiness; (ivii) sold, leased or transferred any of its properties or assets other than (x) the sale of inventory in the ordinary course Ordinary Course of business consistent with past practice, except as set forth on SCHEDULE 5.8(ivBusiness and (y) the sale of assets other than inventory in an aggregate amount not exceeding Two Hundred Fifty Thousand Dollars ($250,000); (viii) made or obligated itself to make capital expenditures in excess of One Hundred Thousand Dollars ($50,000 except 100,000) in the ordinary course of business consistent with past practiceaggregate not shown on the Current Balance Sheet (as defined in the Asset Purchase Agreement); (vi) made any payment in respect of its liabilities other than in the ordinary course of business consistent with past practice; (viiiv) incurred any obligations or liabilities (including any indebtednessIndebtedness) other than amounts borrowed after June 30, 1998 to fund new equipment purchases or entered into any transaction or series of transactions outside the Ordinary Course of Business involving in excess of One Hundred Thousand Dollars ($10,000.00 100,000) in the aggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby and as set forth on SCHEDULE 5.9aggregate; (viiiv) suffered any theft, damage, destruction destruction, casualty loss or casualty extraordinary loss, whether or not covered by insurance and for which whether or not a timely claim was filedfiled with respect thereto, in excess of Fifty Thousand Dollars ($10,000.00 50,000) in the aggregate; (ix) suffered any extraordinary losses (whether or not covered by insurance); (xvi) waived, canceled, compromised or released any rights except in the ordinary course having a value in excess of Fifty Thousand Dollars ($10,000.00 50,000) in the aggregateaggregate other than in the Ordinary Course of Business; (xivii) made or adopted any change in its accounting practice or policies; (xiiviii) made any adjustment to its books and or records other than in respect of the conduct of its business activities in the ordinary course consistent with past practiceOrdinary Course of Business; (xiiiix) entered into any transaction with any Affiliate other than intercompany transactions in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (xivx) entered into any employment or consulting agreement; (xv) terminated, amended or modified any agreement involving an amount in excess of $10,000.00; (xvixi) imposed any security interest or other Lien on any of its assets other than in the ordinary course of business consistent with past practicePurchased Inventory; (xvii) delayed paying any accounts payable which are due and payable except to the extent being contested in good faith; (xviiixii) made or pledged any charitable contribution contributions in excess of Ten Thousand Dollars ($1,00010,000) in the aggregate; (xixxiii) entered into any other transaction or, to the Knowledge of the Company or AVS, been subject to any event which has or may have a Material Adverse Effect on the Company, the Business or the Purchased Inventory; or (xxxiv) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the Current Balance Sheet, the Company has operated in the ordinary course of business and has not: not (i) issued any capital stock membership interests or other securities; (ii) made any distribution of or with respect to its capital stock membership interests or other securities or purchased or redeemed any of its membership interests or securities; (iii) except as set forth on SCHEDULE 5.8(iii), paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment of such persons; (iv) sold, leased or transferred any of its properties or assets other than in the ordinary course of business consistent with past practice, except as set forth on SCHEDULE 5.8(iv)practices; (v) made or obligated itself to make capital expenditures in excess out of $50,000 except in the ordinary course of business consistent with past practicepractices; (vi) made any payment in respect of its liabilities other than in the ordinary course of business consistent with past practicepractices; (vii) incurred any obligations or liabilities (including any indebtednessIndebtedness) other than amounts borrowed after June 30, 1998 to fund new equipment purchases or entered into any transaction or series of transactions involving in excess of Ten Thousand Dollars ($10,000.00 10,000) in the aggregate out of the ordinary course of business, consistent with past practices except for this Agreement and the transactions contemplated hereby and as set forth on SCHEDULE 5.9hereby; (viii) suffered any theft, damage, destruction or casualty loss, (whether or not covered by insurance and for which a timely claim was filed, in excess insurance) of $10,000.00 in the aggregateits assets; (ix) suffered any extraordinary losses (whether or not covered by insurance); (x) waived, canceled, compromised or released any rights except in the ordinary course having a value in excess of $10,000.00 in the aggregaterights; (xi) made or adopted any change in its accounting practice or policies; (xii) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practicepractices; (xiii) entered into any transaction with any Affiliate other than intercompany transactions in the ordinary course of business consistent with past practiceAffiliate; (xiv) entered into any employment agreement; (xv) entered into, terminated, amended or modified any agreement involving an amount in excess of $10,000.00agreement; (xvi) imposed any security interest or other Lien on any of its assets other than in the ordinary course of business consistent with past practiceassets; (xvii) delayed paying any accounts payable which are due and payable except to the extent being contested in good faith; (xviii) made or pledged any charitable contribution in excess of $1,000contribution; (xix) entered into any other transaction or been subject to any event which has or may have a Material Adverse Effect on the Company, the Business or the Purchased Assets; (xx) acquired any interest in any corporation, partnership or other venture; (xxi) made any loans to any third party or employee except in the ordinary course of business consistent with past practices; or (xxxxii) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since Except as disclosed in SCHEDULE 3.10, since the date of the Current Balance Sheet, neither the Company Company, Reserve nor, to the best of their knowledge, R&M has operated in the ordinary course of business and has not: (i) issued any capital stock stock, partnership interests, limited liability interests or other securities; (ii) made any distribution of or with respect to its capital stock stock, partnership interests or other securities or purchased or redeemed any of its securitiessecurities except as and to the extent permitted under SECTION 4.1; (iii) except as set forth on SCHEDULE 5.8(iii), paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment of such persons; (iv) sold, leased or transferred any of its properties or assets other than in the ordinary course of business consistent with past practice, except as set forth on SCHEDULE 5.8(iv); (v) made or obligated itself to make capital expenditures in excess out of $50,000 except in the ordinary course of business consistent with past practice; (vi) made any payment in respect of its liabilities other than in the ordinary course of business consistent with past practice; (vii) incurred any obligations or liabilities (including any indebtedness) other than amounts borrowed after June 30, 1998 to fund new equipment purchases or entered into any transaction or series of transactions involving in excess of $10,000.00 25,000 in the aggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby and as set forth on SCHEDULE 5.9hereby; (viii) suffered any theft, damage, destruction or casualty loss, not covered by insurance and for which a timely claim was filed, in excess of $10,000.00 25,000 in the aggregate; (ix) suffered any extraordinary losses (whether or not covered by insurance); (x) waived, canceledcancelled, compromised or released any rights except in the ordinary course having a value in excess of $10,000.00 25,000 in the aggregate; (xi) made or adopted any change in its accounting practice or policies; (xii) made any adjustment to its books and records other than (1) in respect of the conduct of its business activities in the ordinary course consistent with past practicepractice and (2) a maximum write down of $100,000 for inventory in connection with the South African Ship as disclosed on SCHEDULE 3.11; (xiii) entered into any transaction with any Affiliate other than intercompany transactions in the ordinary course of business consistent with past practice; (xiv) entered into any employment agreement; (xv) terminated, amended or modified any agreement involving an amount in excess of $10,000.0025,000; (xvi) imposed any security interest or other Lien on any of its assets other than in the ordinary course of business consistent with past practice; (xvii) delayed paying any accounts payable which are is due and payable except to the extent being contested in good faithfaith and except in the ordinary course of its business; (xviii) made or pledged any charitable contribution other than in excess the ordinary course of $1,000business consistent with past practice; (xix) entered into any other transaction or been subject to any event which has or may have a Material Adverse Effect on the Company, Reserve or R&M; or (xx) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the Current Balance SheetSheet of the Company, the Company has operated in the ordinary course of business and has not: not (i) issued any capital stock or other securities; (ii) made any distribution of or with respect to its capital stock or other securities or purchased or redeemed any of its securities; (iii) except as set forth on SCHEDULE 5.8(iii), paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment of such persons; (iv) sold, leased or transferred any of its properties or assets other than in the ordinary course of business consistent with past practice, except as set forth on SCHEDULE 5.8(iv); (v) made or obligated itself to make capital expenditures in excess out of $50,000 except in the ordinary course of business consistent with past practice; (vi) made any payment in respect of its liabilities other than in the ordinary course of business consistent with past practice; (vii) incurred any obligations or liabilities (including any indebtedness) other than amounts borrowed after June 30, 1998 to fund new equipment purchases or entered into any transaction or series of transactions involving in excess of $10,000.00 25,000 in the aggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby and as set forth on SCHEDULE 5.9hereby; (viii) suffered any theft, damage, destruction or casualty loss, not covered by insurance and for which a timely claim was filed, in excess of $10,000.00 25,000 in the aggregate; (ix) suffered any extraordinary losses (whether or not covered by insurance); (x) waived, canceled, compromised or released any rights except in the ordinary course having a value in excess of $10,000.00 25,000 in the aggregate; (xi) made or adopted any change in its accounting practice or policies; (xii) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (xiii) entered into any transaction with any Affiliate other than intercompany transactions in the ordinary course of business consistent with past practice; (xiv) entered into any written employment agreementagreement or any other employment agreements other than "at will" employment agreements; (xv) terminated, amended or modified any agreement involving an amount in excess of $10,000.0025,000, except in the ordinary course of business; (xvi) imposed any security interest or other Lien on any of its assets other than in the ordinary course of business consistent with past practice; (xvii) delayed paying any accounts payable which are due and payable except to the extent being contested in good faith; (xviii) made or pledged any charitable contribution other than in excess the ordinary course of $1,000business consistent with past practice; (xix) entered into any other transaction or been subject to any event which has or may have a Material Adverse Effect on the Company; or (xx) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since Except as disclosed in Schedule 3.10, since the date of the Current Balance Sheet, the Company Proler has operated in the ordinary course of business and has not: not (i) issued any capital stock Membership Interests or other securities; (ii) made any distribution of or with respect to its capital stock Membership Interests or other securities or purchased or redeemed any of its securities; (iii) except as set forth on SCHEDULE 5.8(iii), paid any bonus to or increased the rate of compensation of any of its officers managers or salaried employees or amended any other terms of employment of such persons; (iv) sold, leased or transferred any of its properties or assets other than in the ordinary course of business consistent with past practice, except as set forth on SCHEDULE 5.8(iv); (v) made or obligated itself to make capital expenditures in excess out of $50,000 except in the ordinary course of business consistent with past practice; (vi) made any payment in respect of its liabilities other than in the ordinary course of business consistent with past practice; (vii) incurred any obligations or liabilities (including any indebtedness) other than amounts borrowed after June 30, 1998 to fund new equipment purchases or entered into any transaction or series of transactions involving in excess of $10,000.00 25,000 in the aggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby and as set forth on SCHEDULE 5.9hereby; (viii) suffered any theft, damage, destruction or casualty loss, not covered by insurance and for which a timely claim was filed, in excess of $10,000.00 25,000 in the aggregate; (ix) suffered any extraordinary losses (whether or not covered by insurance); (x) waived, canceled, compromised or released any rights except in the ordinary course having a value in excess of $10,000.00 25,000 in the aggregate; (xi) made or adopted any change in its accounting practice or policies; (xii) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (xiii) entered into any transaction with any Affiliate other than intercompany transactions in the ordinary course of business consistent with past practice; (xiv) entered into any employment agreement; (xv) terminated, amended or modified any agreement involving an amount in excess of $10,000.0025,000; (xvi) imposed any security interest or other Lien on any of its assets other than in the ordinary course of business consistent with past practice; (xvii) delayed paying any accounts account payable which are is due and payable except to the extent being contested in good faithfaith and except in the ordinary course of its business; (xviii) made or pledged any charitable contribution other than in excess the ordinary course of $1,000business consistent with past practice; (xix) entered into any other transaction or been subject to any event which has or may have a Material Adverse Effect on the CompanyProler; or (xx) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the Current Balance Sheet, the Company has operated in the ordinary course of business and has not: neither CSIL nor either Seller (i) has not issued any capital stock or other securities; (ii) made any distribution of or with respect to its capital stock or other securities or purchased or redeemed any of its securities; (iii) except as set forth on SCHEDULE 5.8(iii), paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment of such persons, except in the ordinary course of business; (iv) sold, leased or transferred any of its properties or assets other than in the ordinary course of business consistent and not inconsistent with past practice, except as set forth on SCHEDULE 5.8(iv); (v) made or obligated itself to make capital expenditures in excess out of $50,000 except in the ordinary course of business consistent with past practice; (vi) made any payment in respect of its liabilities other than in the ordinary course of business consistent with past practice; (vii) incurred any obligations or liabilities (including any indebtedness) other than amounts borrowed after June 30, 1998 to fund new equipment purchases or entered into any transaction or series of transactions involving in excess of $10,000.00 in the aggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby and as set forth on SCHEDULE 5.9hereby; (viii) suffered any theft, damage, destruction or casualty loss, not covered by insurance and for which a timely claim was filed, in excess of $10,000.00 in the aggregate; (ix) suffered any extraordinary losses (whether or not covered by insurance); (x) waived, canceled, compromised or released any rights except in the ordinary course having a value in excess of $10,000.00 in the aggregaterights; (xi) made or adopted any change in its accounting practice or policies; (xii) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (xiii) entered into any transaction with any Affiliate other than intercompany transactions in the ordinary course of business consistent with past practiceAffiliate; (xiv) entered into any employment agreement, except in the ordinary course of business; (xv) terminated, amended or modified any agreement involving an amount in excess of $10,000.00agreement; (xvi) imposed any security interest or other Lien on any of its assets other than in the ordinary course of business consistent with past practiceAssets; (xvii) delayed paying any accounts payable which are is due and payable except to the extent being contested in good faithpayable; (xviii) made failed to order any inventory or pledged any charitable contribution in excess supplies necessary for the operation of $1,000the Business at the Coral Springs Facility; (xix) entered into any other transaction or been subject to any event which has or may have a Material Adverse Effect on the CompanyBusiness; (xx) made any distributions to partners or shareholders of cash, assets or property of any type; or (xxxxi) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the Current Balance Sheet, neither of the Company Companies has operated in the ordinary course of business and has not: (i) issued any capital stock or other securities; (ii) made any distribution of or with respect to its capital stock or other securities or purchased or redeemed any of its securities; (iii) except as set forth on SCHEDULE 5.8(iii), paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms of employment of such persons; (iv) sold, leased or transferred any of its properties or assets other than in the ordinary course of business consistent with past practice, except as set forth on SCHEDULE 5.8(iv); (v) made or obligated itself to make capital expenditures in excess out of $50,000 except in the ordinary course of business consistent with past practice; (vi) made any payment in respect of its liabilities other than in the ordinary course of business consistent with past practice; (vii) incurred any obligations or liabilities (including any indebtedness) other than amounts borrowed after June 30, 1998 to fund new equipment purchases or entered into any transaction or series of transactions involving in excess of $10,000.00 10,000 in the aggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby and as set forth on SCHEDULE 5.9hereby; (viii) suffered any theft, damage, destruction or casualty loss, not covered by insurance and for which a timely claim was filed, in excess of $10,000.00 10,000 in the aggregate; (ix) suffered any extraordinary losses (whether or not covered by insurance); (x) waived, canceled, compromised or released any rights except in the ordinary course having a value in excess of $10,000.00 10,000 in the aggregate; (xi) made or adopted any change in its accounting practice or policies; (xii) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (xiii) entered into any transaction with any Affiliate other than intercompany transactions in the ordinary course of business consistent with past practice; (xiv) entered into any employment agreement; (xv) terminated, amended or modified in any material respect any agreement involving an amount in excess of $10,000.0010,000; (xvi) imposed any security interest or other Lien on any of its assets other than in the ordinary course of business consistent with past practice; (xvii) delayed paying any accounts payable which are due and payable except to the extent being contested in good faith; (xviii) made or pledged any charitable contribution in excess of $1,0005,000; (xix) entered into any other transaction or or, been subject to any event which has or may have a Material Adverse Effect on any of the CompanyCompanies; or (xx) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the Current Balance Sheet, the Company has operated in the ordinary course Ordinary Course of business and Business, there has not: (i) issued any capital stock not been a Material Adverse Change in the Company or other securities; (ii) made any distribution of or with respect to its capital stock or other securities or purchased or redeemed any of its securities; (iii) the Business and, except as set forth on SCHEDULE 5.8(iii)Schedule 4.9, the Company has not (i) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other terms than in the Ordinary Course of employment of such personsBusiness; (ivii) sold, leased or transferred any of its properties or assets other than (x) the sale of inventory in the ordinary course Ordinary Course of business consistent with past practice, except as set forth on SCHEDULE 5.8(ivBusiness and (y) the sale of assets other than inventory in an aggregate amount not exceeding Two Hundred Fifty Thousand Dollars ($250,000); (viii) made or obligated itself to make capital expenditures in excess of One Hundred Thousand Dollars ($50,000 except 100,000) in the ordinary course of business consistent with past practiceaggregate not shown on the Current Balance Sheet (as defined in the Asset Purchase Agreement); (vi) made any payment in respect of its liabilities other than in the ordinary course of business consistent with past practice; (viiiv) incurred any obligations or liabilities (including any indebtednessIndebtedness) other than amounts borrowed after June 30, 1998 to fund new equipment purchases or entered into any transaction or series of transactions outside the Ordinary Course of Business involving in excess of One Hundred Thousand Dollars ($10,000.00 100,000) in the aggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby and as set forth on SCHEDULE 5.9aggregate; (viiiv) suffered any theft, damage, destruction destruction, casualty loss or casualty extraordinary loss, whether or not covered by insurance and for which whether or not a timely claim was filedfiled with respect thereto, in excess of Fifty Thousand Dollars ($10,000.00 50,000) in the aggregate; (ix) suffered any extraordinary losses (whether or not covered by insurance); (xvi) waived, canceled, compromised or released any rights except in the ordinary course having a value in excess of Fifty Thousand Dollars ($10,000.00 50,000) in the aggregateaggregate other than in the Ordinary Course of Business; (xivii) made or adopted any change in its accounting practice or policies; (xiiviii) made any adjustment to its books and or records other than in respect of the conduct of its business activities in the ordinary course consistent with past practiceOrdinary Course of Business; (xiiiix) entered into any transaction with any Affiliate other than intercompany transactions in the ordinary course Ordinary Course of business consistent with past practiceBusiness; (xivx) entered into any employment or consulting agreement; (xv) terminated, amended or modified any agreement involving an amount in excess of $10,000.00; (xvixi) imposed any security interest or other Lien on any of its assets other than in the ordinary course of business consistent with past practicePurchased Inventory; (xvii) delayed paying any accounts payable which are due and payable except to the extent being contested in good faith; (xviiixii) made or pledged any charitable contribution contributions in excess of Ten Thousand Dollars ($1,00010,000) in the aggregate; (xixxiii) entered into any other transaction or, to the Knowledge of the Company or AVS, been subject to any event which has or may have a Material Adverse Effect on the Company, the Business or the Purchased Inventory; or (xxxiv) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the respective Current Balance SheetSheet for each of the Schaxxxxx Xxxpanies, except as set forth on Schedule 3.10, none of the Company Schaxxxxx Xxxpanies has operated in the ordinary course of business and has not: (i) issued any capital stock or other securities; (ii) made any distribution of or with respect to its capital stock or other securities or purchased or redeemed any of its securities; (iii) except as set forth on SCHEDULE 5.8(iii), paid any bonus to or increased the rate of compensation of any of its officers or or, except in the ordinary course of business consistent with past practices, salaried employees employees, or amended in any material respect any other terms of employment of such persons; (iv) sold, leased or transferred any of its properties or assets other than in the ordinary course of business consistent with past practice, except as set forth on SCHEDULE 5.8(iv); (v) made or obligated itself to make capital expenditures in excess out of $50,000 except in the ordinary course of business consistent with past practice; (vi) made any payment in respect of its liabilities other than in the ordinary course of business consistent with past practice; (vii) incurred any obligations or liabilities (including any indebtedness) other than amounts borrowed after June 30, 1998 to fund new equipment purchases or entered into any transaction or series of transactions involving in excess of $10,000.00 25,000 in the aggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby and as set forth on SCHEDULE 5.9hereby; (viii) suffered any theft, damage, destruction or casualty loss, not covered by insurance and for which a timely claim was filed, in excess of $10,000.00 25,000 in the aggregate; (ix) suffered any extraordinary losses (whether or not covered by insurance); (x) waived, canceledcancelled, compromised or released any rights except in the ordinary course having a value in excess of $10,000.00 25,000 in the aggregate; (xi) made or adopted any change in its accounting practice or policies; (xii) made any adjustment to its books and records other than in respect of the conduct of its business activities in the ordinary course consistent with past practice; (xiii) entered into any transaction with any Affiliate other than intercompany transactions in the ordinary course of business consistent with past practice; (xiv) entered into any employment agreement; (xv) terminated, amended or modified any agreement involving an amount in excess of $10,000.0025,000; (xvi) imposed any security interest or other Lien on any of its assets other than in the ordinary course of business consistent with past practice; (xvii) delayed paying any accounts payable which are is due and payable except to the extent being contested in good faith; (xviii) made or pledged any charitable contribution other than in excess the ordinary course of $1,000business consistent with past practice; (xix) entered into any other transaction or been subject to any event which has or may have a Material Adverse Effect on any of the CompanySchaxxxxx Xxxpanies; or (xx) agreed to do or authorized any of the foregoing.