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, there has not been a Material Adverse Change in the Company or the Business and, except as set forth on 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 other than in the Ordinary Course of Business; (ii) sold, leased or transferred any of its properties or assets other than (x) the sale of inventory in the Ordinary Course of Business and (y) the sale of assets other than inventory in an aggregate amount not exceeding Two Hundred Fifty Thousand Dollars ($250,000); (iii) made or obligated itself to make capital expenditures in excess of One Hundred Thousand Dollars ($100,000) in the aggregate not shown on the Current Balance Sheet; (iv) incurred any obligations or liabilities (including any Indebtedness) or entered into any transaction or series of transactions outside the Ordinary Course of Business involving in excess of One Hundred Thousand Dollars ($100,000) in the aggregate; (v) suffered any theft, damage, destruction, casualty loss or extraordinary loss, whether or not covered by insurance and whether or not a timely claim was filed with respect thereto, in excess of Fifty Thousand Dollars ($50,000) in the aggregate; (vi) waived, canceled, compromised or released any rights having a value in excess of Fifty Thousand Dollars ($50,000) in the aggregate other than in the Ordinary Course of Business; (vii) made or adopted any change in its accounting practice or policies; (viii) made any adjustment to its books or records other than in the Ordinary Course of Business; (ix) entered into any transaction with any Affiliate other than in the Ordinary Course of Business; (x) entered into any employment or consulting agreement; (xi) imposed any security interest or other Lien on any of the Purchased Assets; (xii) made or pledged any charitable contributions in excess of Ten Thousand Dollars ($10,000) in the aggregate; (xiii) 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 (xiv) 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, there has not been a Material Adverse Change in the Company or the Business and, except as set forth on Schedule 4.9, the Company business and has not (i) issued any membership interests or other securities; (ii) made any distribution of or with respect to its membership interests or other securities or purchased or redeemed any of its membership interests or securities; (iii) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other than in the Ordinary Course terms of Businessemployment of such persons; (iiiv) 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 and (y) the sale of assets other than inventory in an aggregate amount not exceeding Two Hundred Fifty Thousand Dollars ($250,000)business consistent with past practices; (iiiv) made or obligated itself to make capital expenditures out of the ordinary course of business consistent with past practices; (vi) made any payment in excess respect of One Hundred Thousand Dollars ($100,000) its liabilities other than in the aggregate not shown on the Current Balance Sheetordinary course of business consistent with past practices; (ivvii) incurred any obligations or liabilities (including any Indebtedness) or entered into any transaction or series of transactions outside the Ordinary Course of Business involving in excess of One Hundred Ten Thousand Dollars ($100,00010,000) in the aggregateaggregate out of the ordinary course of business, consistent with past practices except for this Agreement and the transactions contemplated hereby; (vviii) suffered any theft, damage, destruction, destruction or casualty loss or extraordinary loss, whether or not covered by insurance and whether or not for which a timely claim was filed with respect theretofiled, in excess of Fifty Ten Thousand Dollars ($50,00010,000) in the aggregate; (viix) suffered any extraordinary losses (whether or not covered by insurance); (x) waived, canceled, compromised or released any rights having a value in excess of Fifty Ten Thousand Dollars ($50,00010,000) in the aggregate other than in the Ordinary Course of Businessaggregate; (viixi) made or adopted any change in its accounting practice or policies; (viiixii) made any adjustment to its books or and records other than in respect of the Ordinary Course conduct of Businessits business activities in the ordinary course consistent with past practices; (ixxiii) entered into any transaction with any Affiliate other than in the Ordinary Course of BusinessAffiliate; (xxiv) entered into any employment or consulting agreement; (xixv) entered into, terminated, amended or modified any agreement involving an amount in excess of Ten Thousand Dollars ($10,000); (xvi) imposed any security interest or other Lien on any of the Purchased Assetsits assets; (xiixvii) 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 contributions contribution in excess of Ten Five Thousand Dollars ($10,000) in the aggregate5,000); (xiiixix) 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; (xx) acquired any interest in any corporation, partnership or other venture; (xxi) made any loans to any third party or employee except in the Business or the Purchased Assetsordinary course of business consistent with past practices; or (xivxxii) 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, there business and has not been a Material Adverse Change in the Company not: (i) issued any capital stock or the Business and, 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 4.9SCHEDULE 5.8(iii), 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 than in the Ordinary Course terms of Businessemployment of such persons; (iiiv) 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 and (y) the sale of assets other than inventory in an aggregate amount not exceeding Two Hundred Fifty Thousand Dollars ($250,000business consistent with past practice, except as set forth on SCHEDULE 5.8(iv); (iiiv) made or obligated itself to make capital expenditures in excess of One Hundred Thousand Dollars ($100,000) 50,000 except in the aggregate not shown on the Current Balance Sheetordinary course of business consistent with past practice; (ivvi) 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 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 ($100,000) 10,000.00 in the aggregateaggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby and as set forth on SCHEDULE 5.9; (vviii) suffered any theft, damage, destruction, destruction or casualty loss or extraordinary 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 and whether or not a timely claim was filed with respect thereto, in excess of Fifty Thousand Dollars ($50,000) in the aggregateinsurance); (vix) waived, canceled, compromised or released any rights except in the ordinary course having a value in excess of Fifty Thousand Dollars ($50,000) 10,000.00 in the aggregate other than in the Ordinary Course of Businessaggregate; (viixi) made or adopted any change in its accounting practice or policies; (viiixii) made any adjustment to its books or and records other than in respect of the Ordinary Course conduct of Businessits business activities in the ordinary course consistent with past practice; (ixxiii) entered into any transaction with any Affiliate other than intercompany transactions in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (xxiv) entered into any employment or consulting agreement; (xixv) 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 Purchased Assetsordinary course of business consistent with past practice; (xiixvii) 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 contributions contribution in excess of Ten Thousand Dollars ($10,000) in the aggregate1,000; (xiiixix) 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 (xivxx) 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 ordinary course of Business, there business and has not been a Material Adverse Change in the Company or the Business and, except as set forth on Schedule 4.9, the Company has not not: (i) made any distribution of or with respect to its capital stock or other securities or purchased or redeemed any of its securities, (ii) 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 than in the Ordinary Course terms of Business; employment of such persons, (iiiii) 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 and business consistent with past practices, (y) the sale of assets other than inventory in an aggregate amount not exceeding Two Hundred Fifty Thousand Dollars ($250,000); (iiiiv) made or obligated itself to make capital expenditures out of the ordinary course of business consistent with past practices, (v) made any payment in excess respect of One Hundred Thousand Dollars ($100,000) its liabilities other than in the aggregate not shown on the Current Balance Sheet; ordinary course of business consistent with past practices, (ivvi) incurred any obligations or liabilities (including any Indebtedness) or entered into any transaction or series of transactions outside the Ordinary Course of Business involving in excess of One Hundred Ten Thousand Dollars ($100,00010,000) in the aggregate; aggregate out of the ordinary course of business, consistent with past practices except for this Agreement and the transactions contemplated hereby, (vvii) suffered any theft, damage, destruction, destruction or casualty loss or extraordinary loss, not covered by insurance and for which a timely claim was filed, in excess of Ten Thousand Dollars ($10,000) in the aggregate, (viii) suffered any extraordinary losses (whether or not covered by insurance and whether or not a timely claim was filed with respect theretoinsurance), in excess of Fifty Thousand Dollars ($50,000) in the aggregate; (viix) waived, canceled, compromised or released any rights having a value in excess of Fifty Ten Thousand Dollars ($50,00010,000) in the aggregate other than in the Ordinary Course of Business; aggregate, (viix) made or adopted any change in its accounting practice or policies; , (viiixi) made any adjustment to its books or and records other than in respect of the Ordinary Course conduct of Business; its business activities in the ordinary course consistent with past practices, (ixxii) entered into any transaction with any Affiliate other than intercompany transactions in the Ordinary Course ordinary course of Business; business consistent with past practices, (xxiii) entered into any employment agreement, consulting, compensation or consulting agreement; other arrangement with any Person, (xixiv) entered into, terminated, amended or modified any agreement involving an amount in excess of Ten Thousand Dollars ($10,000), (xv) imposed any security interest or other Lien on any of its assets, (xvi) delayed paying any accounts payable which are due and payable except to the Purchased Assets; extent being contested in good faith, (xii) made or pledged any charitable contributions in excess of Ten Thousand Dollars ($10,000) in the aggregate; (xiiixvii) entered into any other transaction or, to the Knowledge of the Company or AVS, 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 Business or the Purchased Assets; ordinary course of business consistent with past practices, or (xivxix) 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, there has not been a Material Adverse Change in the Company or the Business and, except as set forth on Schedule 4.9, the Company Proler has not (i) issued any Membership Interests or other securities; (ii) made any distribution of or with respect to its Membership Interests or other securities or purchased or redeemed any of its securities; (iii) paid any bonus to or increased the rate of compensation of any of its officers managers or salaried employees or amended any other than in the Ordinary Course terms of Businessemployment of such persons; (iiiv) 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 and (y) the sale of assets other than inventory in an aggregate amount not exceeding Two Hundred Fifty Thousand Dollars ($250,000)business consistent with past practice; (iiiv) made or obligated itself to make capital expenditures out of the ordinary course of business consistent with past practice; (vi) made any payment in excess respect of One Hundred Thousand Dollars ($100,000) its liabilities other than in the aggregate not shown on the Current Balance Sheetordinary course of business consistent with past practice; (ivvii) incurred any obligations or liabilities (including any Indebtednessindebtedness) or entered into any transaction or series of transactions outside the Ordinary Course of Business involving in excess of One Hundred Thousand Dollars ($100,000) 25,000 in the aggregateaggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby; (vviii) suffered any theft, damage, destruction, destruction or casualty loss or extraordinary loss, not covered by insurance and for which a timely claim was filed, in excess of $25,000 in the aggregate; (ix) suffered any extraordinary losses (whether or not covered by insurance and whether or not a timely claim was filed with respect thereto, in excess of Fifty Thousand Dollars ($50,000) in the aggregateinsurance); (vix) waived, canceled, compromised or released any rights having a value in excess of Fifty Thousand Dollars ($50,000) 25,000 in the aggregate other than in the Ordinary Course of Businessaggregate; (viixi) made or adopted any change in its accounting practice or policies; (viiixii) made any adjustment to its books or and records other than in respect of the Ordinary Course conduct of Businessits business activities in the ordinary course consistent with past practice; (ixxiii) entered into any transaction with any Affiliate other than intercompany transactions in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (xxiv) entered into any employment or consulting agreement; (xixv) terminated, amended or modified any agreement involving an amount in excess of $25,000; (xvi) imposed any security interest or other Lien on any of its assets other than in the Purchased Assetsordinary course of business consistent with past practice; (xiixvii) delayed paying any account payable which is due and payable except to the extent being contested in good faith and except in the ordinary course of its business; (xviii) made or pledged any charitable contributions in excess of Ten Thousand Dollars ($10,000) contribution other than in the aggregateordinary course of business consistent with past practice; (xiiixix) 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 AssetsProler; or (xivxx) 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, there has not been a Material Adverse Change in the Company or the Business and, except as set forth on Schedule 4.9, the Company 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) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other than in the Ordinary Course terms of Businessemployment of such persons, except for customary annual bonuses and wage increases consistent with past practice; (iiiv) 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 and (y) the sale of assets other than inventory in an aggregate amount not exceeding Two Hundred Fifty Thousand Dollars ($250,000)business consistent with past practice; (iiiv) made or obligated itself to make capital expenditures out of the ordinary course of business consistent with past practice; (vi) made any payment in excess respect of One Hundred Thousand Dollars ($100,000) its liabilities other than in the aggregate not shown on the Current Balance Sheetordinary course of business consistent with past practice; (ivvii) incurred any obligations or liabilities (including any Indebtednessindebtedness) or entered into any transaction or series of transactions outside the Ordinary Course of Business involving in excess of One Hundred Thousand Dollars ($100,000) 20,000 in the aggregateaggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby; (vviii) suffered any theft, damage, destruction, destruction or casualty loss or extraordinary loss, not covered by insurance and for which a timely claim was filed, in excess of $20,000 in the aggregate; (ix) suffered any extraordinary losses (whether or not covered by insurance and whether or not a timely claim was filed with respect thereto, in excess of Fifty Thousand Dollars ($50,000) in the aggregateinsurance); (vix) waived, canceled, compromised or released any rights having a value in excess of Fifty Thousand Dollars ($50,000) 20,000 in the aggregate other than in the Ordinary Course of Businessaggregate; (viixi) made or adopted any change in its accounting practice or policies; (viiixii) made any adjustment to its books or and records other than in respect of the Ordinary Course conduct of Businessits business activities in the ordinary course consistent with past practice; (ixxiii) entered into any transaction with any Affiliate other than intercompany transactions in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (xxiv) entered into any employment or consulting agreementagreement outside of the ordinary course; (xixv) terminated, amended or modified any agreement involving an amount in excess of $20,000; (xvi) imposed any security interest or other Lien on any of its assets other than in the Purchased Assetsordinary course of business consistent with past practice; (xiixvii) made or pledged any charitable contributions contribution in excess of Ten Thousand Dollars ($10,000) in the aggregate; (xiii) 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 Assets5,000; or (xivxviii) 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, there has not been a Material Adverse Change in the Company or the Business and, except as set forth on Schedule 4.9, the Company has not (ia) issued, sold, pledged, disposed of, encumbered, or authorized the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stock, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest of the Company; (b) declared, set aside, made or paid any dividend or other distribution payable in cash, stock, property or otherwise of or with respect to its capital stock, or other securities, or reclassified, combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, any of its capital stock, or other securities; (c) 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 than in the Ordinary Course terms of Businessemployment or engagement of such persons; (iid) sold, leased or transferred any of its properties or assets other than (x) the sale of inventory in the Ordinary Course of Business and (y) the sale of or acquired any properties or assets other than inventory in an aggregate amount not exceeding Two Hundred Fifty Thousand Dollars ($250,000)the ordinary course of business consistent with past practice; (iiie) made or obligated itself to make capital expenditures expenditures; (f) made any payment in excess respect of One Hundred Thousand Dollars ($100,000) its liabilities other than in the aggregate not shown on the Current Balance Sheetordinary course of business consistent with past practice; (ivg) except in the ordinary course of business consistent with past practice, incurred any obligations or liabilities (including including, without limitation, any Indebtedness) indebtedness for borrowed money, issuance of any debt securities, or entered into the assumption, guarantee, or endorsement of the obligations of any transaction or series of transactions outside the Ordinary Course of Business involving in excess of One Hundred Thousand Dollars ($100,000) in the aggregatePerson); (vh) suffered any theft, damage, destruction, destruction or casualty loss or not covered by insurance in excess of $10,000 in the aggregate; (i) suffered any extraordinary loss, losses (whether or not covered by insurance and whether or not a timely claim was filed with respect thereto, in excess of Fifty Thousand Dollars ($50,000) in the aggregateinsurance); (vij) waived, canceled, compromised or released any rights having a value in excess of Fifty Thousand Dollars ($50,000) 10,000 in the aggregate other than in the Ordinary Course of Businessaggregate; (viik) made or adopted any change in its accounting practice or policies; (viiil) made any adjustment to its books or and records other than in respect of the Ordinary Course conduct of Businessits business activities in the ordinary course consistent with past practice; (ixm) entered into any transaction with with, or made any payment or distributed any assets to, the Shareholders, or any Affiliate of the Company or any of the Shareholders, other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (xn) entered into any employment agreement that is not terminable at Closing without any liability or consulting agreementobligation; (xio) imposed terminated, amended or modified any agreement involving an amount in excess of $10,000 in the aggregate; (p) granted or permitted to exist any security interest or other Lien on any of the Purchased Assetsits assets; (xiiq) delayed paying any account payable beyond the date on which it is due and payable except to the extent being contested in good faith; (r) made or pledged any charitable contributions in excess of Ten Thousand Dollars ($10,000) in the aggregatecontributions; (xiiis) 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 of property, or transfer of capital; (t) increased or decreased prices charged to customers, or taken any actions which might reasonably result in any material loss of customers; (u) entered into any other transaction or, to the Knowledge of the Company or AVS, been subject to any event which has or may reasonably be expected to have a Material Adverse Effect on the Company, the Business or the Purchased Assets; or (xivv) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the respective Current Balance Sheet, Sheet for each of the Company has operated in the Ordinary Course of Business, there has not been a Material Adverse Change in the Company or the Business andSchaxxxxx Xxxpanies, except as set forth on Schedule 4.93.10, none of the Company Schaxxxxx Xxxpanies 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) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees other than or, except in the Ordinary Course ordinary course of Businessbusiness consistent with past practices, salaried employees, or amended in any material respect any other terms of employment of such persons; (iiiv) 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 and (y) the sale of assets other than inventory in an aggregate amount not exceeding Two Hundred Fifty Thousand Dollars ($250,000)business consistent with past practice; (iiiv) made or obligated itself to make capital expenditures out of the ordinary course of business consistent with past practice; (vi) made any payment in excess respect of One Hundred Thousand Dollars ($100,000) its liabilities other than in the aggregate not shown on the Current Balance Sheetordinary course of business consistent with past practice; (ivvii) incurred any obligations or liabilities (including any Indebtednessindebtedness) or entered into any transaction or series of transactions outside the Ordinary Course of Business involving in excess of One Hundred Thousand Dollars ($100,000) 25,000 in the aggregateaggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby; (vviii) suffered any theft, damage, destruction, destruction or casualty loss or extraordinary loss, not covered by insurance and for which a timely claim was filed, in excess of $25,000 in the aggregate; (ix) suffered any extraordinary losses (whether or not covered by insurance and whether or not a timely claim was filed with respect thereto, in excess of Fifty Thousand Dollars ($50,000) in the aggregateinsurance); (vix) waived, canceledcancelled, compromised or released any rights having a value in excess of Fifty Thousand Dollars ($50,000) 25,000 in the aggregate other than in the Ordinary Course of Businessaggregate; (viixi) made or adopted any change in its accounting practice or policies; (viiixii) made any adjustment to its books or and records other than in respect of the Ordinary Course conduct of Businessits business activities in the ordinary course consistent with past practice; (ixxiii) entered into any transaction with any Affiliate other than intercompany transactions in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (xxiv) entered into any employment or consulting agreement; (xixv) terminated, amended or modified any agreement involving an amount in excess of $25,000; (xvi) imposed any security interest or other Lien on any of its assets other than in the Purchased Assetsordinary course of business consistent with past practice; (xiixvii) delayed paying any accounts payable which is due and payable except to the extent being contested in good faith; (xviii) made or pledged any charitable contributions in excess of Ten Thousand Dollars ($10,000) contribution other than in the aggregateordinary course of business consistent with past practice; (xiiixix) 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 any of the Company, the Business or the Purchased AssetsSchaxxxxx Xxxpanies; or (xivxx) 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, there has not been a Material Adverse Change in the Company or the Business and, except as set forth on Schedule 4.9, the Company business and has not (i) issued any membership interests or other securities; (ii) made any distribution of or with respect to its membership interests or other securities or purchased or redeemed any of its membership interests or securities; (iii) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other than in the Ordinary Course terms of Businessemployment of such persons; (iiiv) 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 and (y) the sale of assets other than inventory in an aggregate amount not exceeding Two Hundred Fifty Thousand Dollars ($250,000)business consistent with past practices; (iiiv) made or obligated itself to make capital expenditures out of the ordinary course of business consistent with past practices; (vi) made any payment in excess respect of One Hundred Thousand Dollars ($100,000) its liabilities other than in the aggregate not shown on the Current Balance Sheetordinary course of business consistent with past practices; (ivvii) incurred any obligations or liabilities (including any Indebtedness) or entered into any transaction or series of transactions outside the Ordinary Course of Business involving in excess of One Hundred Ten Thousand Dollars ($100,00010,000) in the aggregateaggregate out of the ordinary course of business, consistent with past practices except for this Agreement and the transactions contemplated hereby; (vviii) suffered any theft, damage, destruction, destruction or casualty loss or extraordinary loss, (whether or not covered by insurance and insurance) of its assets; (ix) suffered any extraordinary losses (whether or not a timely claim was filed with respect thereto, in excess of Fifty Thousand Dollars ($50,000) in the aggregatecovered by insurance); (vix) waived, canceled, compromised or released any rights having a value in excess of Fifty Thousand Dollars ($50,000) in the aggregate other than in the Ordinary Course of Businessrights; (viixi) made or adopted any change in its accounting practice or policies; (viiixii) made any adjustment to its books or and records other than in respect of the Ordinary Course conduct of Businessits business activities in the ordinary course consistent with past practices; (ixxiii) entered into any transaction with any Affiliate other than in the Ordinary Course of BusinessAffiliate; (xxiv) entered into any employment or consulting agreement; (xixv) entered into, terminated, amended or modified any agreement; (xvi) imposed any security interest or other Lien on any of the Purchased Assetsits assets; (xiixvii) 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 contributions in excess of Ten Thousand Dollars ($10,000) in the aggregatecontribution; (xiiixix) 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; (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 (xivxxii) 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, there has not been a Material Adverse Change in the Company or the Business and, except as set forth on Schedule 4.9, the Company 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) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other than in the Ordinary Course terms of Businessemployment of such persons; (iiiv) 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 and (y) the sale of assets other than inventory in an aggregate amount not exceeding Two Hundred Fifty Thousand Dollars ($250,000)business consistent with past practice; (iiiv) made or obligated itself to make capital expenditures out of the ordinary course of business consistent with past practice; (vi) made any payment in excess respect of One Hundred Thousand Dollars ($100,000) its liabilities other than in the aggregate not shown on the Current Balance Sheetordinary course of business consistent with past practice; (ivvii) incurred any obligations or liabilities (including any Indebtednessindebtedness) or entered into any transaction or series of transactions outside the Ordinary Course of Business involving in excess of One Hundred Thousand Dollars ($100,000) 25,000 in the aggregateaggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby; (vviii) suffered any theft, damage, destruction, destruction or casualty loss or extraordinary loss, not covered by insurance and for which a timely claim was filed, in excess of $25,000 in the aggregate; (ix) suffered any extraordinary losses (whether or not covered by insurance and whether or not a timely claim was filed with respect thereto, in excess of Fifty Thousand Dollars ($50,000) in the aggregateinsurance); (vix) waived, canceled, compromised or released any rights having a value in excess of Fifty Thousand Dollars ($50,000) 25,000 in the aggregate other than in the Ordinary Course of Businessaggregate; (viixi) made or adopted any change in its accounting practice or policies; (viiixii) made any adjustment to its books or and records other than in respect of the Ordinary Course conduct of Businessits business activities in the ordinary course consistent with past practice; (ixxiii) entered into any transaction with any Affiliate other than intercompany transactions in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (xxiv) entered into any employment or consulting agreement; (xixv) terminated, amended or modified any agreement involving an amount in excess of $25,000; (xvi) imposed any security interest or other Lien on any of its assets other than in the Purchased Assetsordinary course of business consistent with past practice; (xiixvii) delayed paying any accounts payable which is due and payable except to the extent being contested in good faith and except in the ordinary course of its business; (xviii) made or pledged any charitable contributions in excess of Ten Thousand Dollars ($10,000) contribution other than in the aggregateordinary course of business consistent with past practice; (xiiixix) 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 (xivxx) 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 not: (a) declared, set aside, made or paid any dividend or other distribution payable in the Ordinary Course cash, stock, property or otherwise of Businessor with respect to its capital stock, there has not been a Material Adverse Change in the Company or the Business andother securities, except as set forth on Schedule 4.9or reclassified, the Company has not combined, split, subdivided or redeemed, purchased or otherwise acquired, directly or indirectly, any of its capital stock, or other securities; (ib) 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 than in the Ordinary Course terms of Businessemployment or engagement of such persons; (iic) sold, leased or transferred any of its properties or assets other than (x) the sale of inventory in the Ordinary Course of Business and (y) the sale of or acquired any properties or assets other than inventory in an aggregate amount not exceeding Two Hundred Fifty Thousand Dollars ($250,000)the ordinary course of business consistent with past practice; (iiid) made made, or obligated itself to make make, any capital expenditures expenditures; (e) made any payment in excess respect of One Hundred Thousand Dollars ($100,000) its liabilities other than in the aggregate not shown on the Current Balance Sheetordinary course of business consistent with past practice; (ivf) except in the ordinary course of business, incurred any obligations or liabilities (including including, without limitation, any Indebtedness) indebtedness for borrowed money, issuance of any debt securities, or entered into the assumption, guarantee, or endorsement of the obligations of any transaction or series of transactions outside the Ordinary Course of Business involving in excess of One Hundred Thousand Dollars ($100,000) in the aggregatePerson); (vg) suffered any theft, damage, destruction, destruction or casualty loss or not covered by insurance in excess of $10,000 in the aggregate, and in excess of $50,000 in the aggregate if covered by insurance; (h) suffered any extraordinary loss, losses (whether or not covered by insurance and whether or not a timely claim was filed with respect thereto, in excess of Fifty Thousand Dollars ($50,000) in the aggregateinsurance); (vii) waived, canceled, compromised or released any rights having a value in excess of Fifty Thousand Dollars ($50,000) 10,000 in the aggregate other than in the Ordinary Course of Businessaggregate; (viij) made or adopted any change in its accounting practice or policies; (viiik) made any adjustment to its books or and records other than in respect of the Ordinary Course conduct of Businessits business activities in the ordinary course consistent with past practice; (ixl) entered into any transaction with the Shareholder or any Affiliate other than in of the Ordinary Course of BusinessCompany or the Shareholder; (xm) entered into any employment agreement that is not terminable at will without any liability or consulting agreementobligation; (xin) terminated, amended or modified any agreement involving an amount in excess of $10,000 in the aggregate; (o) imposed any security interest or other Lien on any of the Purchased Assetsits assets; (xiip) delayed paying any account payable or other obligation beyond the date on which it is due and payable, except to the extent being contested in good faith; (q) made or pledged any charitable contributions in excess of Ten Thousand Dollars ($10,000) in the aggregatecontributions; (xiiir) 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, to the Knowledge of the Company or AVS, been subject to any event which has or may reasonably be expected to have a Material Adverse Effect on the Company, the Business or the Purchased Assets; or (xivu) 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, there has not been a Material Adverse Change in the Company or the Business and, except as set forth on Schedule 4.9, the Company 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) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other than terms of employment of such persons except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (iiiv) 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 and (y) the sale of assets other than inventory in an aggregate amount not exceeding Two Hundred Fifty Thousand Dollars ($250,000)business consistent with past practice; (iiiv) made or obligated itself to make capital expenditures out of the ordinary course of business consistent with past practice; (vi) made any payment in excess respect of One Hundred Thousand Dollars ($100,000) its liabilities other than in the aggregate not shown on the Current Balance Sheetordinary course of business consistent with past practice; (ivvii) incurred any obligations or liabilities (including any Indebtednessindebtedness) or entered into any transaction or series of transactions outside the Ordinary Course of Business involving in excess of One Hundred Thousand Dollars ($100,000) 25,000 in the aggregateaggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby; (vviii) suffered any theft, damage, destruction, destruction or casualty loss or extraordinary loss, not covered by insurance and for which a timely claim was filed, in excess of $25,000 in the aggregate; (ix) suffered any extraordinary losses (whether or not covered by insurance and whether or not a timely claim was filed with respect thereto, in excess of Fifty Thousand Dollars ($50,000) in the aggregateinsurance); (vix) waived, canceledcancelled, compromised or released any rights having a value in excess of Fifty Thousand Dollars ($50,000) 25,000 in the aggregate other than in the Ordinary Course of Businessaggregate; (viixi) made or adopted any change in its accounting practice or policiespolicies not consistent with GAAP; (viiixii) made any adjustment to its books or and records other than in respect of the Ordinary Course conduct of Businessits business activities in the ordinary course consistent with past practice; (ixxiii) entered into any transaction with any Affiliate other than intercompany transactions in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (xxiv) entered into any employment or consulting agreement; (xixv) terminated, amended or modified any agreement involving an amount in excess of $25,000; (xvi) imposed any security interest or other Lien on any of its assets other than in the Purchased Assetsordinary course of business consistent with past practice; (xiixvii) delayed paying any accounts payable which is due and payable except to the extent being contested in good faith; (xviii) made or pledged any charitable contributions in excess of Ten Thousand Dollars ($10,000) contribution other than in the aggregateordinary course of business consistent with past practice; (xiiixix) 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 (xivxx) agreed to do or authorized any of the foregoing.

CHANGES SINCE THE CURRENT BALANCE SHEET DATE. Since the date of the Current Balance Sheet, Sheet of the Company has operated in the Ordinary Course of Business, there has not been a Material Adverse Change in the Company or the Business and, except as set forth on Schedule 4.9Company, the Company 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) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other than in the Ordinary Course terms of Businessemployment of such persons; (iiiv) 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 and (y) the sale of assets other than inventory in an aggregate amount not exceeding Two Hundred Fifty Thousand Dollars ($250,000)business consistent with past practice; (iiiv) made or obligated itself to make capital expenditures out of the ordinary course of business consistent with past practice; (vi) made any payment in excess respect of One Hundred Thousand Dollars ($100,000) its liabilities other than in the aggregate not shown on the Current Balance Sheetordinary course of business consistent with past practice; (ivvii) incurred any obligations or liabilities (including any Indebtednessindebtedness) or entered into any transaction or series of transactions outside the Ordinary Course of Business involving in excess of One Hundred Thousand Dollars ($100,000) 25,000 in the aggregateaggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby; (vviii) suffered any theft, damage, destruction, destruction or casualty loss or extraordinary loss, not covered by insurance and for which a timely claim was filed, in excess of $25,000 in the aggregate; (ix) suffered any extraordinary losses (whether or not covered by insurance and whether or not a timely claim was filed with respect thereto, in excess of Fifty Thousand Dollars ($50,000) in the aggregateinsurance); (vix) waived, canceled, compromised or released any rights having a value in excess of Fifty Thousand Dollars ($50,000) 25,000 in the aggregate other than in the Ordinary Course of Businessaggregate; (viixi) made or adopted any change in its accounting practice or policies; (viiixii) made any adjustment to its books or and records other than in respect of the Ordinary Course conduct of Businessits business activities in the ordinary course consistent with past practice; (ixxiii) entered into any transaction with any Affiliate other than intercompany transactions in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (xxiv) entered into any written employment agreement or consulting agreementany other employment agreements other than "at will" employment agreements; (xixv) terminated, amended or modified any agreement involving an amount in excess of $25,000, except in the ordinary course of business; (xvi) imposed any security interest or other Lien on any of its assets other than in the Purchased Assetsordinary course of business consistent with past practice; (xiixvii) 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 contributions in excess of Ten Thousand Dollars ($10,000) contribution other than in the aggregateordinary course of business consistent with past practice; (xiiixix) 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 (xivxx) 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, there has not been a Material Adverse Change in the Company or the Business and, except as set forth on Schedule 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 other than in the Ordinary Course of Business; (ii) sold, leased or transferred any of its properties or assets other than (x) the sale of inventory in the Ordinary Course of Business and (y) the sale of assets other than inventory in an aggregate amount not exceeding Two Hundred Fifty Thousand Dollars ($250,000); (iii) made or obligated itself to make capital expenditures in excess of One Hundred Thousand Dollars ($100,000) in the aggregate not shown on the Current Balance SheetSheet (as defined in the Asset Purchase Agreement); (iv) incurred any obligations or liabilities (including any Indebtedness) or entered into any transaction or series of transactions outside the Ordinary Course of Business involving in excess of One Hundred Thousand Dollars ($100,000) in the aggregate; (v) suffered any theft, damage, destruction, casualty loss or extraordinary loss, whether or not covered by insurance and whether or not a timely claim was filed with respect thereto, in excess of Fifty Thousand Dollars ($50,000) in the aggregate; (vi) waived, canceled, compromised or released any rights having a value in excess of Fifty Thousand Dollars ($50,000) in the aggregate other than in the Ordinary Course of Business; (vii) made or adopted any change in its accounting practice or policies; (viii) made any adjustment to its books or records other than in respect of the conduct of its business activities in the Ordinary Course of Business; (ix) entered into any transaction with any Affiliate other than in the Ordinary Course of Business; (x) entered into any employment or consulting agreement; (xi) imposed any security interest or other Lien on any of the Purchased AssetsInventory; (xii) made or pledged any charitable contributions in excess of Ten Thousand Dollars ($10,000) in the aggregate; (xiii) 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 AssetsInventory; or (xiv) 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, there has not been a Material Adverse Change in the Company or the Business and, except as set forth on 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 other than in the Ordinary Course of Business; (ii) sold, leased or transferred any of its properties or assets other than (x) the sale of inventory in the Ordinary Course of Business and (y) the sale of assets other than inventory in an aggregate amount not exceeding Two Hundred Fifty Thousand Dollars ($250,000); (iii) made or obligated itself to make capital expenditures in excess of One Hundred Thousand Dollars ($100,000) in the aggregate not shown on the Current Balance SheetSheet (as defined in the Asset Purchase Agreement); (iv) incurred any obligations or liabilities (including any Indebtedness) or entered into any transaction or series of transactions outside the Ordinary Course of Business involving in excess of One Hundred Thousand Dollars ($100,000) in the aggregate; (v) suffered any theft, damage, destruction, casualty loss or extraordinary loss, whether or not covered by insurance and whether or not a timely claim was filed with respect thereto, in excess of Fifty Thousand Dollars ($50,000) in the aggregate; (vi) waived, canceled, compromised or released any rights having a value in excess of Fifty Thousand Dollars ($50,000) in the aggregate other than in the Ordinary Course of Business; (vii) made or adopted any change in its accounting practice or policies; (viii) made any adjustment to its books or records other than in respect of the conduct of its business activities in the Ordinary Course of Business; (ix) entered into any transaction with any Affiliate other than in the Ordinary Course of Business; (x) entered into any employment or consulting agreement; (xi) imposed any security interest or other Lien on any of the Purchased AssetsInventory; (xii) made or pledged any charitable contributions in excess of Ten Thousand Dollars ($10,000) in the aggregate; (xiii) 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 AssetsInventory; or (xiv) 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, there has not been a Material Adverse Change in the Company or the Business and, except as set forth on Schedule 4.9, the Company 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) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other than in the Ordinary Course terms of Businessemployment of such persons; (iiiv) 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 and (y) the sale of assets other than inventory in an aggregate amount not exceeding Two Hundred Fifty Thousand Dollars ($250,000)business consistent with past practice; (iiiv) made or obligated itself to make capital expenditures out of the ordinary course of business consistent with past practice; (vi) made any payment in excess respect of One Hundred Thousand Dollars ($100,000) its liabilities other than in the aggregate not shown on the Current Balance Sheetordinary course of business consistent with past practice; (ivvii) incurred any obligations or liabilities (including any Indebtednessindebtedness) or entered into any transaction or series of transactions outside the Ordinary Course of Business involving in excess of One Hundred Thousand Dollars ($100,000) 100,000 in the aggregateaggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby; (vviii) suffered any theft, damage, destruction, destruction or casualty loss or extraordinary loss, not covered by insurance and for which a timely claim was filed, in excess of $100,000 in the aggregate; (ix) suffered any extraordinary losses (whether or not covered by insurance and whether or not a timely claim was filed with respect thereto, in excess of Fifty Thousand Dollars ($50,000) in the aggregateinsurance); (vix) waived, canceled, compromised or released any rights having a value in excess of Fifty Thousand Dollars ($50,000) 100,000 in the aggregate other than in the Ordinary Course of Businessaggregate; (viixi) made or adopted any change in its accounting practice or policies; (viiixii) made any adjustment to its books or and records other than in respect of the Ordinary Course conduct of Business; (ix) entered into any transaction with any Affiliate other than its business activities in the Ordinary Course of Business; (x) entered into any employment or consulting agreement; (xi) imposed any security interest or other Lien on any of the Purchased Assets; (xii) made or pledged any charitable contributions in excess of Ten Thousand Dollars ($10,000) in the aggregateordinary course consistent with past practice; (xiii) 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 (xiv) agreed to do or authorized any of the foregoing.entered

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, there has not been a Material Adverse Change in the Company or the Business and, except as set forth on Schedule 4.9, the Company has not (ia) issued any capital stock or other securities; (b) made any distribution of or with respect to its capital stock or other securities or purchased or redeemed any of its securities; (c) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other than in the Ordinary Course terms of Businessemployment of such persons; (iid) 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 and (y) the sale of assets other than inventory in an aggregate amount not exceeding Two Hundred Fifty Thousand Dollars ($250,000)business consistent with past practice; (iiie) made or obligated itself to make capital expenditures out of the ordinary course of business consistent with past practice; (f) made any payment in excess respect of One Hundred Thousand Dollars ($100,000) its liabilities other than in the aggregate not shown on the Current Balance Sheetordinary course of business consistent with past practice; (ivg) incurred any obligations or liabilities (including any Indebtednessindebtedness) or entered into any transaction or series of transactions outside the Ordinary Course of Business involving in excess of One Hundred Thousand Dollars ($100,000) 10,000 in the aggregateaggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby; (vh) suffered any theft, damage, destruction, destruction or casualty loss or extraordinary loss, not covered by insurance and for which a timely claim was filed, in excess of $10,000 in the aggregate; (i) suffered any extraordinary losses (whether or not covered by insurance and whether or not a timely claim was filed with respect thereto, in excess of Fifty Thousand Dollars ($50,000) in the aggregateinsurance); (vij) waived, canceled, compromised or released any rights having a value in excess of Fifty Thousand Dollars ($50,000) 10,000 in the aggregate other than in the Ordinary Course of Businessaggregate; (viik) made or adopted any change in its accounting practice or policies; (viiil) made any adjustment to its books or and records other than in respect of the Ordinary Course conduct of Businessits business activities in the ordinary course consistent with past practice; (ixm) entered into any transaction with any Affiliate other than intercompany transactions in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (xn) entered into any employment or consulting agreement; (xio) terminated, amended or modified any agreement involving an amount in excess of $10,000; (p) imposed any security interest or other Lien on any of its assets other than in the Purchased Assetsordinary course of business consistent with past practice; (xiiq) delayed paying any accounts payable which are due and payable except to the extent being contested in good faith; (r) made or pledged any charitable contributions contribution in excess of Ten Thousand Dollars ($10,000) in the aggregate5,000; (xiiis) 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 (xivt) 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, there has not been a Material Adverse Change in the Company not: (a) issued any capital stock or the Business and, other securities; (b) except as set forth on Schedule 4.93.10, the Company has not made any distribution of or with respect to its capital stock or other securities or purchased or redeemed any of its securities; (ic) except as set forth on 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 than in the Ordinary Course terms of Businessemployment of such persons; (iid) 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 and (y) the sale of assets other than inventory in an aggregate amount not exceeding Two Hundred Fifty Thousand Dollars ($250,000)business consistent with past practice; (iiie) made or obligated itself to make capital expenditures out of the ordinary course of business consistent with past practice except for purchases of real property, known as the Kraexxx Xxxt Property, adjacent to the Company's facilities in excess Anaheim for not more than $350,000; (f) made any payment in respect of One Hundred Thousand Dollars ($100,000) its liabilities other than in the aggregate not shown on the Current Balance Sheetordinary course of business consistent with past practice; (ivg) incurred any obligations or liabilities (including any Indebtednessindebtedness) or entered into any transaction or series of transactions outside the Ordinary Course of Business involving in excess of One Hundred Thousand Dollars ($100,000) 100,000 individually, or in excess of $250,000 in the aggregateaggregate for all such transactions, out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby; (vh) suffered any theft, damage, destruction, destruction or casualty loss or extraordinary loss, not covered by insurance and for which a timely claim was filed, in excess of $100,000 in the aggregate; (i) suffered any extraordinary losses (whether or not covered by insurance and whether or not a timely claim was filed with respect thereto, in excess of Fifty Thousand Dollars ($50,000) in the aggregateinsurance); (vij) waived, canceled, compromised or released any rights having a value in excess of Fifty Thousand Dollars ($50,000) 100,000 in the aggregate other than in the Ordinary Course of Businessaggregate; (viik) made or adopted any change in its accounting practice or policies; (viiil) made any adjustment to its books or and records other than in respect of the Ordinary Course conduct of Businessits business activities in the ordinary course consistent with past practice; (ixm) entered into any transaction with any Affiliate other than in the Ordinary Course of BusinessAffiliate; (xn) entered into any written employment or consulting agreement; (xio) terminated, amended or modified any agreement involving an amount in excess of $100,000 out of the ordinary course of business; (p) imposed any security interest or other Lien on any of its assets other than in the Purchased Assetsordinary course of business consistent with past practice; (xiiq) delayed paying any accounts payable which are due and payable except to the extent being contested in good faith; (r) made or pledged any charitable contributions in excess of Ten Thousand Dollars ($10,000) contribution other than in the aggregateordinary course of business consistent with past practice; (xiiis) entered into any other transaction or, to the Knowledge of the Company or AVS, been subject to any event which has or may is likely to have a Material Adverse Effect on the Company, the Business or the Purchased Assets; or (xivt) 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, none of the Company has operated in the Ordinary Course of Business, there has not been a Material Adverse Change in the Company or the Business and, except as set forth on Schedule 4.9, the Company has not Companies has: (i) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees other than in the Ordinary Course of Business; (ii) 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 and business consistent with past practice; (yii) the sale made any payment in respect of assets its liabilities other than inventory in an aggregate amount not exceeding Two Hundred Fifty Thousand Dollars ($250,000)the ordinary course of business consistent with past practice; (iii) made or obligated itself to make capital expenditures in excess of One Hundred Thousand Dollars ($100,000) in the aggregate not shown on the Current Balance Sheet; (iv) incurred any obligations or liabilities (including any Indebtednessindebtedness) 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 in the aggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby; (iv) suffered any theft, damage, destruction or casualty loss, not covered by insurance and for which a timely claim was filed, in excess of $100,000) 10,000 in the aggregate; (v) suffered any theft, damage, destruction, casualty loss or extraordinary loss, losses (whether or not covered by insurance and whether or not a timely claim was filed with respect thereto, in excess of Fifty Thousand Dollars ($50,000) in the aggregateinsurance); (vi) waived, canceledcancelled, compromised or released any rights having a value in excess of Fifty Thousand Dollars ($50,000) 10,000 in the aggregate other than in the Ordinary Course of Businessaggregate; (vii) made or adopted any change in its accounting practice practices or policies; (viii) made any adjustment to its books or and records other than in respect of the Ordinary Course conduct of Businessits business activities in the ordinary course of business consistent with past practice; (ix) entered into any transaction with any Affiliate other than intercompany transactions in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (x) entered into any employment or consulting agreement; (xi) terminated, amended or modified any agreement involving an amount in excess of $50,000; (xii) imposed any security interest or other Lien on any of its assets other than in the Purchased Assetsordinary course of business consistent with past practice; (xiixiii) delayed paying any account payable which is due and payable except to the extent being contested in good faith and except in the ordinary course of its business consistent with past practice; or (xiv) made or pledged any charitable contributions in excess of Ten Thousand Dollars ($10,000) contribution other than in the aggregate; (xiii) entered into any other transaction or, to the Knowledge ordinary course 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 (xiv) agreed to do or authorized any of the foregoingbusiness consistent with past practice.

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, there has not been a Material Adverse Change in the Company or the Business and, except as set forth on Schedule 4.9, the Company 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) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other than in the Ordinary Course terms of Businessemployment of such persons; (iiiv) 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 and (y) the sale of assets other than inventory in an aggregate amount not exceeding Two Hundred Fifty Thousand Dollars ($250,000)business consistent with past practice; (iiiv) made or obligated itself to make capital expenditures out of the ordinary course of business consistent with past practice; (vi) made any payment in excess respect of One Hundred Thousand Dollars ($100,000) its liabilities other than in the aggregate not shown on the Current Balance Sheetordinary course of business consistent with past practice; (ivvii) incurred any obligations or liabilities (including any Indebtednessindebtedness) or entered into any transaction or series of transactions outside the Ordinary Course of Business involving in excess of One Hundred Thousand Dollars ($100,000) 10,000 in the aggregateaggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby; (vviii) suffered any theft, damage, destruction, destruction or casualty loss or extraordinary loss, not covered by insurance and for which a timely claim was filed, in excess of $10,000 in the aggregate; (ix) suffered any extraordinary losses (whether or not covered by insurance and whether or not a timely claim was filed with respect thereto, in excess of Fifty Thousand Dollars ($50,000) in the aggregateinsurance); (vix) waived, canceled, compromised or released any rights having a value in excess of Fifty Thousand Dollars ($50,000) 10,000 in the aggregate other than in the Ordinary Course of Businessaggregate; (viixi) made or adopted any change in its accounting practice or policies; (viiixii) made any adjustment to its books or and records other than in respect of the Ordinary Course conduct of Businessits business activities in the ordinary course consistent with past practice; (ixxiii) entered into any transaction with any Affiliate other than intercompany transactions in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (xxiv) entered into any employment or consulting agreement; (xixv) terminated, amended or modified in any material respect any agreement involving an amount in excess of $10,000; (xvi) imposed any security interest or other Lien on any of its assets other than in the Purchased Assetsordinary course of business consistent with past practice; (xiixvii) 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 contributions contribution in excess of Ten Thousand Dollars ($10,000) in the aggregate5,000; (xiiixix) 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 any of the Company, the Business or the Purchased AssetsCompanies; or (xivxx) 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, there has not been a Material Adverse Change in the Company or the Business and, except as set forth on Schedule 4.9, the Company has 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) 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 than in the Ordinary Course terms of Businessemployment of such persons; (iiiv) sold, leased or transferred any of its properties or assets other than (x) the sale of inventory in the Ordinary Course of Business and (y) the sale of assets other than inventory in an aggregate amount not exceeding Two Hundred Fifty Thousand Dollars ($250,000)Assets; (iiiv) made or obligated itself to make capital expenditures expenditures; (vi) made any payment in excess respect of One Hundred Thousand Dollars ($100,000) its liabilities other than in the aggregate not shown on the Current Balance Sheetordinary course of business consistent with past practices; (ivvii) incurred any obligations or liabilities (including any Indebtedness) or entered into any transaction or series of transactions outside the Ordinary Course of Business involving in excess of One Hundred Ten Thousand Dollars ($100,00010,000) in the aggregateaggregate except for this Agreement and the transactions contemplated hereby; (vviii) suffered any theft, damage, destruction, destruction or casualty loss or extraordinary loss, whether or not covered by insurance and whether or not a timely claim was filed with respect thereto, in excess of Fifty Ten Thousand Dollars ($50,00010,000) in the aggregate; (viix) suffered any extraordinary losses (whether or not covered by insurance); (x) waived, canceled, compromised or released any rights having a value in excess of Fifty Ten Thousand Dollars ($50,00010,000) in the aggregate other than in the Ordinary Course of Businessaggregate; (viixi) made or adopted any change in its accounting practice or policies; (viiixii) made any adjustment to its books or and records other than in respect of the Ordinary Course conduct of Businessits business activities; (ix) entered into any transaction with any Affiliate other than in the Ordinary Course of Business; (xxiii) entered into any employment or consulting agreement; (xixiv) entered into, terminated, amended or modified any agreement involving an amount in excess of Ten Thousand Dollars ($10,000); (xv) imposed any security interest or other Lien on any of the Purchased its Assets; (xii) made or pledged any charitable contributions in excess of Ten Thousand Dollars ($10,000) in the aggregate; (xiiixvi) 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; (xvii) acquired any interest in any corporation, the Business partnership or the Purchased Assetsother venture; (xviii) made any loans to any third party or (xiv) agreed to do or authorized any of the foregoingemployee.

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, there neither CSIL nor either Seller (i) has not been a Material Adverse Change in the Company issued any capital stock or the Business and, except as set forth on Schedule 4.9, the Company has not other securities; (iii) made any distribution of or with respect to its capital stock or other securities or purchased or redeemed any of its securities; (iii) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other than terms of employment of such persons, except in the Ordinary Course ordinary course of Businessbusiness; (iiiv) 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 business and (y) the sale of assets other than inventory in an aggregate amount not exceeding Two Hundred Fifty Thousand Dollars ($250,000)inconsistent with past practice; (iiiv) made or obligated itself to make capital expenditures out of the ordinary course of business consistent with past practice; (vi) made any payment in excess respect of One Hundred Thousand Dollars ($100,000) its liabilities other than in the aggregate not shown on the Current Balance Sheetordinary course of business consistent with past practice; (ivvii) incurred any obligations or liabilities (including any Indebtednessindebtedness) or entered into any transaction or series of transactions outside out of the Ordinary Course ordinary course of Business involving in excess of One Hundred Thousand Dollars ($100,000) in business, except for this Agreement and the aggregatetransactions contemplated hereby; (vviii) suffered any theft, damage, destruction, destruction or casualty loss or extraordinary loss, not covered by insurance and for which a timely claim was filed; (ix) suffered any extraordinary losses (whether or not covered by insurance and whether or not a timely claim was filed with respect thereto, in excess of Fifty Thousand Dollars ($50,000) in the aggregateinsurance); (vix) waived, canceled, compromised or released any rights having a value in excess of Fifty Thousand Dollars ($50,000) in the aggregate other than in the Ordinary Course of Businessrights; (viixi) made or adopted any change in its accounting practice or policies; (viiixii) made any adjustment to its books or and records other than in respect of the Ordinary Course conduct of Businessits business activities in the ordinary course consistent with past practice; (ixxiii) entered into any transaction with any Affiliate other than in the Ordinary Course of BusinessAffiliate; (xxiv) entered into any employment agreement, except in the ordinary course of business; (xv) terminated, amended or consulting modified any agreement; (xixvi) imposed any security interest or other Lien on any of the Purchased Assets; (xiixvii) made or pledged delayed paying any charitable contributions in excess of Ten Thousand Dollars ($10,000) in the aggregateaccounts payable which is due and payable; (xiiixviii) failed to order any inventory or supplies necessary for the operation of the Business at the Coral Springs Facility; (xix) 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 CompanyBusiness; (xx) made any distributions to partners or shareholders of cash, the Business assets or the Purchased Assetsproperty of any type; or (xivxxi) agreed to do or authorized any of the foregoing.

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 has operated in the Ordinary Course of Business, there has not been a Material Adverse Change in the Company or the Business and, except as set forth on Schedule 4.9, the Company date hereof HouTex 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) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other than in the Ordinary Course terms of Businessemployment of such persons; (iiiv) 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 and (y) the sale of assets other than inventory in an aggregate amount not exceeding Two Hundred Fifty Thousand Dollars ($250,000)business consistent with past practice; (iiiv) made or obligated itself to make capital expenditures out of the ordinary course of business consistent with past practice; (vi) made any payment in excess respect of One Hundred Thousand Dollars ($100,000) its liabilities other than in the aggregate not shown on the Current Balance Sheetordinary course of business consistent with past practice; (ivvii) incurred any obligations or liabilities (including any Indebtednessindebtedness) or entered into any transaction or series of transactions outside the Ordinary Course of Business involving in excess of One Hundred Thousand Dollars ($100,000) 10,000 in the aggregateaggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby; (vviii) suffered any theft, damage, destruction, destruction or casualty loss or extraordinary loss, not covered by insurance and for which a timely claim was filed, in excess of $10,000 in the aggregate; (ix) suffered any extraordinary losses (whether or not covered by insurance and whether or not a timely claim was filed with respect thereto, in excess of Fifty Thousand Dollars ($50,000) in the aggregateinsurance); (vix) waived, canceledcancelled, compromised or released any rights having a value in excess of Fifty Thousand Dollars ($50,000) 10,000 in the aggregate other than in the Ordinary Course of Businessaggregate; (viixi) made or adopted any change in its accounting practice or policies; (viiixii) made any adjustment to its books or and records other than in respect of the Ordinary Course conduct of Businessits business activities in the ordinary course consistent with past practice; (ixxiii) entered into any transaction with any Affiliate other than intercompany transactions in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (xxiv) entered into any employment or consulting agreement; (xixv) terminated, amended or modified any agreement involving an amount in excess of $10,000; (xvi) imposed any security interest or other Lien on any of its assets other than in the Purchased Assetsordinary course of business consistent with past practice; (xiixvii) delayed paying any accounts payable which is due and payable except to the extent being contested in good faith; (xviii) made or pledged any charitable contributions in excess of Ten Thousand Dollars ($10,000) contribution other than in the aggregateordinary course of business consistent with past practice; (xiiixix) 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 AssetsHouTex; or (xivxx) 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 (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 except in the Ordinary Course ordinary course of Business, there has not been a Material Adverse Change in the Company or the Business and, except business consistent with past practice and as set forth on Schedule 4.9, the Company has not 3.10; (iiii) paid any bonus to or increased the rate of compensation of any of its officers or salaried employees or amended any other than terms of employment of such persons except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (iiiv) 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 and (y) the sale of assets other than inventory in an aggregate amount not exceeding Two Hundred Fifty Thousand Dollars ($250,000)business consistent with past practice; (iiiv) made or obligated itself to make capital expenditures out of the ordinary course of business consistent with past practice; (vi) made any payment in excess respect of One Hundred Thousand Dollars ($100,000) its liabilities other than in the aggregate not shown on the Current Balance Sheetordinary course of business consistent with past practice; (ivvii) incurred any obligations or liabilities (including any Indebtednessindebtedness) or entered into any transaction or series of transactions outside the Ordinary Course of Business involving in excess of One Hundred Thousand Dollars ($100,000) 25,000 in the aggregateaggregate out of the ordinary course of business, except for this Agreement and the transactions contemplated hereby; (vviii) suffered any theft, damage, destruction, destruction or casualty loss or extraordinary loss, not covered by insurance and for which a timely claim was filed, in excess of $25,000 in the aggregate; (ix) suffered any extraordinary losses (whether or not covered by insurance and whether or not a timely claim was filed with respect thereto, in excess of Fifty Thousand Dollars ($50,000) in the aggregateinsurance); (vix) waived, canceled, compromised or released any rights having a value in excess of Fifty Thousand Dollars ($50,000) 25,000 in the aggregate other than in the Ordinary Course of Businessaggregate; (viixi) made or adopted any change in its accounting practice or policies; (viiixii) made any adjustment to its books or and records other than in respect of the Ordinary Course conduct of Businessits business activities in the ordinary course consistent with past practice; (ixxiii) entered into any transaction with any Affiliate other than intercompany transactions in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (xxiv) entered into any employment or consulting agreementagreement except in the ordinary course of business, consistent with past practice; (xixv) terminated, amended or modified any agreement involving an amount in excess of $25,000; (xvi) imposed any security interest or other Lien on any of its assets other than in the Purchased Assetsordinary course of business consistent with past practice; (xiixvii) made or pledged delayed paying any charitable contributions accounts payable which are due and payable except to the extent being contested in excess of Ten Thousand Dollars ($10,000) in the aggregategood faith; (xiiixviii) 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 (xiv) agreed to do or authorized any of the foregoing.made