Common use of Conduct of Business in Ordinary Course Clause in Contracts

Conduct of Business in Ordinary Course. Since the Balance Sheet Date, except as described in the Disclosure Schedules, since the Balance Sheet Date each member of the Company Group has not: (i) sold, transferred or otherwise disposed of any Assets except for Assets which are obsolete and which individually or in the aggregate do not exceed $25,000 and except for licenses entered into in the Ordinary Course; (ii) incurred any material liability or obligation (including the borrowing of funds under existing lines of credit or otherwise), or assumed, guaranteed or otherwise became liable with respect to the liabilities of any Person, except in the Ordinary Course; (iii) declared, made, paid or committed to any form of distribution or reduction of the profits of any member of the Company Group or of its respective capital, including any (i) dividend (including stock dividends) or other distribution on any present or future shares of capital stock, (ii) purchase, redemption or retirement or acquisition of any of its shares of capital stock, or any option, warrant or other right to acquire any such shares, or apply or set apart any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management fees; (iv) created, allotted or issued any shares of capital stock, or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do so; (v) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded $50,000; (vi) made any payment to any employee, officer, manager or director other than salary, commission, bonus or expense reimbursement other than in the Ordinary Course; (vii) made any bonus or profit sharing distribution or similar payment of any kind, or incurred the obligation for the same; (viii) granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of the Company; (ix) made any change to the rate or form of compensation or remuneration payable or to become payable to any of its shareholders, directors, officers, managers, employees, consultants, agents or contractors which is outside of Ordinary Course; (x) entered into any termination, notice, severance, or change of control agreement with any of its shareholders, directors, managers, employees, or consultants or agents; (xi) instituted, adopted or amended (or committed to do so) any Employee Plan; (xii) written off as uncollectible any material amount of accounts receivable not otherwise reserved for; (xiii) made any material Tax election or changed any existing material Tax election or settled or compromised any material Tax liability; (xiv) made, or agreed to make, any material change in any method of accounting or auditing practice; (xv) amended or changed its articles of incorporation or by-laws; (xvi) issued or authorized for issuance any shares of its capital stock; (xvii) entered into any “related party transaction” as such term is defined under GAAP; or (xviii) authorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoing.

Conduct of Business in Ordinary Course. Since Except for actions taken in connection with the process of selling the Company, including preparing for and implementing the transactions contemplated hereby, since the date of the Balance Sheet DateSheet, Company and Subsidiary have conducted their respective businesses and operations in the ordinary course of business consistent with past practices and, except as described set forth in Section 4.22 of the Transferor Disclosure SchedulesLetter, without limiting the generality of the foregoing, since the Balance Sheet Date each member of December 31, 2011, neither the Company Group has notnor Subsidiary has: (ia) sold, leased, transferred or assigned any of its assets or properties, tangible or intangible outside of the ordinary course of business; (b) canceled, compromised, waived or released any right or Claim (or series of related rights and Claims) either involving more than $20,000 or outside the ordinary course of business; (c) experienced any damage, destruction or loss (whether or not covered by insurance) to its assets or properties (other than ordinary wear and tear not caused by neglect), in excess of $20,000 in the aggregate; (d) issued, sold or otherwise disposed of any Assets except for Assets which are obsolete and which individually or in the aggregate do not exceed $25,000 and except for licenses entered into in the Ordinary Course; (ii) incurred any material liability or obligation (including the borrowing of funds under existing lines of credit or otherwise), or assumed, guaranteed or otherwise became liable with respect to the liabilities of any Person, except in the Ordinary Course; (iii) declared, made, paid or committed to any form of distribution or reduction of the profits of any member of the Company Group or of its respective capital, including any (i) dividend (including stock dividends) or other distribution on any present or future shares of capital stock, (ii) purchase, redemption or retirement or acquisition of any of its shares of capital stock, or granted any optionoptions, warrant warrants or other right rights to acquire any such shares, or apply or set apart any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management fees; (iv) created, allotted or issued any shares of capital stock, or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock obtain (including upon conversion or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do so; (v) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded $50,000; (vi) made any payment to any employee, officer, manager or director other than salary, commission, bonus or expense reimbursement other than in the Ordinary Course; (vii) made any bonus or profit sharing distribution or similar payment of any kind, or incurred the obligation for the same; (viii) granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of the Company; (ix) made any change to the rate or form of compensation or remuneration payable or to become payable to any of its shareholders, directors, officers, managers, employees, consultants, agents or contractors which is outside of Ordinary Course; (x) entered into any termination, notice, severance, or change of control agreement with any of its shareholders, directors, managers, employees, or consultants or agents; (xi) instituted, adopted or amended (or committed to do soexercise) any Employee Plan; (xii) written off as uncollectible any material amount of accounts receivable not otherwise reserved for; (xiii) made any material Tax election or changed any existing material Tax election or settled or compromised any material Tax liability; (xiv) made, or agreed to make, any material change in any method of accounting or auditing practice; (xv) amended or changed its articles of incorporation or by-laws; (xvi) issued or authorized for issuance any shares of its capital stock; (xviie) entered into any “related party transaction” as , arrangement or contract with, or distributed or transferred any property or other assets to, any Affiliate, other than salaries and employee benefits and other transactions pursuant to any Employee Plan in the ordinary course of business; (f) borrowed any amount or incurred or become subject to any indebtedness or other liabilities, except liabilities incurred in the ordinary course of business and not constituting indebtedness; (g) discharged or satisfied any Lien or paid any liability (other than liabilities paid in the ordinary course of business), prepaid any amount of indebtedness or subjected any portion of its properties or assets to any Lien; (h) made any capital expenditures that aggregate in excess of $50,000; (i) made any loans or advances to, or guarantees for the benefit of, any Person (other than advances to employees for travel and business expenses incurred in the ordinary course of business which do not exceed $20,000 in the aggregate); (j) amended or modified any Employee Plan in any respect other than (i) any increase in salary or payment of bonus or (ii) any amendments and modifications required to comply with Law and reflected in true and complete copies of such term is defined under GAAPEmployee Plans delivered to Acquirer to the extent such Employee Plans are in writing; (k) experienced any material adverse change in its financial condition, backlog, operations, assets, liabilities or business; (l) declared, set aside, or paid any dividend or other distributions to shareholders in respect of the Shares, or any direct or indirect redemption, purchase or any other acquisition by the Company of any such stock; (m) withdrawn or transferred any cash or cash equivalents out of the Company or Subsidiary outside of the ordinary course of business; (n) conducted its cash management customs and practices other than in the ordinary course of business (including, without limitation, with respect to maintenance of working capital balances, collection of accounts receivable, payment of accounts payable, accrued liabilities and other liabilities and pricing and credit policies); or (xviiio) authorizedfailed to comply in all material respects with, agreed or otherwise committedfailed to operate its business in compliance in all material respects with, whether or not in writingall applicable Laws, to do any of the foregoingincluding Environmental Laws.

Conduct of Business in Ordinary Course. Since the Balance Sheet DateExcept as disclosed in Schedule 3.2(h), except as described since August 31, 1999, Corporation has carried on its business in the Disclosure SchedulesOrdinary Course and, since without limiting the Balance Sheet Date each member generality of the Company Group foregoing, Corporation has not: (i) soldmade or assumed any commitment, transferred obligation or otherwise disposed of any Assets except for Assets liability which are obsolete and which individually or in the aggregate do not exceed $25,000 and except for licenses entered into in is outside the Ordinary Course; (ii) incurred any material liability or obligation ceased to operate its properties and to carry on its business as heretofore carried on; (including the borrowing of funds under existing lines of credit or otherwise), or assumed, guaranteed iii) sold or otherwise became liable with respect to the liabilities in any way alienated or disposed of any Person, except of its assets other than in the Ordinary Course or sold or in any way alienated or disposed of any Intellectual Property whether or not in the Ordinary Course; (iiiiv) declaredsplit, made, paid combined or committed to any form of distribution or reduction of the profits of any member of the Company Group or of its respective capital, including any (i) dividend (including stock dividends) or other distribution on any present or future shares of capital stock, (ii) purchase, redemption or retirement or acquisition of reclassified any of its shares of capital stock, or any option, warrant or other right to acquire any such shares, or apply issued redeemed, retired, repurchased or set apart otherwise acquired shares in its capital or any of its assets thereforwarrants, (iii) bonuses to stockholdersrights, (iv) payment on account of loans made to any stockholders of any member of the Company Group bonds, debentures, notes or other corporate security, or (v) payment of reserved, declared, made or paid any bonuses or management fees; (iv) created, allotted or issued any shares of capital stockdividend, or entered into made any agreement, other distributions or grant any option, right appropriations of profits or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do socapital; (v) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded $50,000; (vi) made any payment to any employee), officer, manager or director other than salary, commission, bonus or expense reimbursement other than obligations and liabilities discharged in the Ordinary Course; (vi) waived or cancelled any material claim, account receivable, trade account, or right outside the Ordinary Course or made any gift; (vii) made any bonus or profit sharing distribution or similar payment of any kind, or incurred the obligation for the same; (viii) granted any general increase change in the rate of wages, salaries, bonuses or other remuneration of any employees of the Company; (ix) made any change to the rate or form of compensation or remuneration payable or to become payable to any of its shareholders, directors, officers, managers, employees, consultants, employees or agents or contractors which is outside the Ordinary Course, or accelerated the vesting of any options or provided other equity incentives to its employees; (viii) allowance or discount, or changed its pricing, credit or payment policies, other than in the Ordinary Course; (ix) made any individual capital expenditure in excess of $ 50,000; (x) entered into made any termination, notice, severanceloan or advance, or change assumed, guaranteed or otherwise became liable with respect to the liabilities or obligations of control agreement with any of its shareholders, directors, managers, employees, or consultants or agentsPerson; (xi) institutedmodified its constating instruments, adopted by-laws or amended (or committed to do so) any Employee Plancapital structure; (xii) written off as uncollectible removed any material amount of accounts receivable not otherwise reserved forauditor; (xiii) made purchased or otherwise acquired any material Tax election corporate security or changed proprietary, participatory or profit interest in any existing material Tax election or settled or compromised any material Tax liabilityPerson; (xiv) made, or agreed incurred any indebtedness other than to make, any material change trade creditors in any method of accounting or auditing practice; (xv) amended or changed its articles of incorporation or by-laws; (xvi) issued or authorized for issuance any shares of its capital stock; (xvii) entered into any “related party transaction” as such term is defined under GAAPthe Ordinary Course; or (xviiixv) authorized, agreed or otherwise committed, whether or not in writing, committed to do any of the foregoing.

Conduct of Business in Ordinary Course. Since Except for the Balance Sheet Date, except transactions contemplated hereby or as described in set forth on the Seller Disclosure SchedulesSchedule, since the Balance Sheet Date each member of (a) the Company Group has not: (i) sold, transferred or otherwise disposed of any Assets except for Assets which are obsolete conducted its business and which individually or in the aggregate do not exceed $25,000 and except for licenses entered into operations in the Ordinary Course; (ii) incurred any material liability or obligation (Course of Business including the borrowing management, sale and purchase of funds under existing lines the Company’s inventory including spare parts, and (b) no fact, event, circumstance (either individually or taken together) has occurred which has had or would reasonably be expected to have a Material Adverse Effect on the Company. Without limiting the generality of credit or otherwise)the foregoing, or assumedexcept as set forth on the Seller Disclosure Schedule, guaranteed or otherwise became liable since the Balance Sheet Date with respect to the liabilities Company, there has not been any: (a) incurrence of any Indebtedness or issuance of any long-term debt securities or assumption, guarantee, or endorsement of the obligations of any Person, except for Indebtedness incurred in the Ordinary CourseCourse of Business under the lines of credit as in effect on the date hereof, or making of any Indebtedness or advance to any Person (other than business-related advances to employees in the ordinary course of business, consistent with past practice and in an amount not in excess of $5,000 per employee or $25,000 in the aggregate); (iiib) declared, made, paid or committed to any form of distribution or reduction of the profits of any member of the Company Group or of its respective capital, including any (i) dividend (including stock dividends) or other distribution on any present or future shares of capital stockacquisition, (ii) purchasesale, redemption or retirement or acquisition of any of its shares of capital stocklicense, or any optionabandonment, warrant or other right failure to acquire any such shares, or apply or set apart any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management fees; (iv) created, allotted or issued any shares of capital stock, or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual maintain or otherwise for the purchase disposition of, any material property or other acquisition of shares of capital stock or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do so; assets (v) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded $50,000; (vi) made any payment to any employee, officer, manager or director other than salaryRental Equipment), commission, bonus tangible or expense reimbursement intangible (other than in the Ordinary CourseCourse of Business), (ii) mortgage or encumbrance of any property or assets, other than Permitted Liens, or (iii) cancellation of any Indebtedness owed to or claims held by the Company (other than in the Ordinary Course of Business); (viic) made any bonus or profit sharing distribution or similar payment of any kind, or incurred the obligation for the same; (viii) granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of the Company; (ix) made any change to the rate or form of compensation or remuneration payable or to become payable to any of its shareholders, directors, officers, managers, employees, consultants, agents or contractors which is outside of Ordinary Course; (x) entered into any termination, notice, severance, or change of control agreement with any of its shareholders, directors, managers, employees, or consultants or agents; (xi) instituted, adopted or amended (or committed to do so) any Employee Plan; (xii) written off as uncollectible any material amount of accounts receivable not otherwise reserved for; (xiii) made any material Tax election or changed any existing material Tax election or settled or compromised any material Tax liability; (xiv) made, or agreed to make, any material change in any method of accounting applied in the preparation of the Financial Statements, other than a change which is required by reason of a concurrent change in Law or auditing practiceGAAP; (xvd) amended settlement or changed its articles compromise of incorporation any Action if the amount of such settlement will not be paid in full prior to the Closing or by-lawswhich settlement or compromise would reasonably be expected to have a continuing adverse impact on the business of the Company after the Closing; (xvie) issued Tax election or authorized change in a Tax election or the filing for any change of any method of accounting with any relevant Taxing Authority, except as required by any change in Law; (A) except as required by Law or by any Employee Plans, or existing contractual arrangements as in effect on the Balance Sheet Date, adoption of or amendment to any Employee Plan or other plan, program or arrangement for the benefit of its employees, consultants or directors, or (B) grant of any material increase (other than increases required under any Contract entered into before the Balance Sheet Date and annual or periodic increases in the ordinary course of business, consistent with past practice) in the compensation of its employees, officers or directors (including any such increase pursuant to any bonus, profit sharing or other compensation or incentive plan, program or commitment); (g) material change, termination or modification in any Material Contract; (h) transfer, issuance or sale of any equity securities or rights to purchase any equity securities, or any security convertible into or exchangeable for equity securities, of Holdings or the Company or split, combination or subdivision of the capital stock or other equity securities of Holdings or the Company; or (i) declaration, distribution or the setting aside for distribution of any property (excluding cash), or directly or indirectly, the redemption, purchase or other acquisition of any shares of its capital stock; (xviij) entered into any “related party transaction” extraordinary loss, damage or destruction, whether or not covered by insurance; (k) write off as such term is defined under GAAPuncollectible, any Accounts Receivable or any portion thereof in amounts exceeding $25,000 in each instance, or $100,000 in the aggregate; (l) making of any forward purchase commitment in excess of the requirements of the Company for normal operating purposes or at prices higher than the current market prices; or (xviiim) authorized, agreed or otherwise committedagreement, whether in writing or not in writingotherwise, to do take any of the foregoingaction described in this Section 4.14.

Conduct of Business in Ordinary Course. Since Except for actions taken in connection with the Balance Sheet Date, process of selling the Company (including preparing for and implementing the transactions contemplated by this Agreement) and except as described in set forth on the Disclosure Schedulesapplicable subsection Schedule 4.17, since the Balance Sheet Date each member of Date: (a) the Company Group and each of its Subsidiaries have conducted their respective businesses and operations in the ordinary course of business consistent with past practice; (b) there has notnot occurred any Material Adverse Effect on or with respect to the Company or any of its Subsidiaries; (c) there has not occurred any damage, destruction or loss of any material property or material asset, whether or not covered by insurance; and (d) except as specifically consented to by Parent in advance in writing pursuant to Section 6.1 following the execution hereof and prior to the Closing, neither the Company nor any of its Subsidiaries have: (i) soldincurred any Indebtedness other than pursuant to the Company’s unsecured credit card lines of credit incurred in the ordinary course of business consistent with past practice or issued any long term debt securities or assumed, transferred guaranteed or otherwise disposed endorsed such obligations of any Assets except for Assets which are obsolete and which individually or in the aggregate do not exceed $25,000 and except for licenses entered into in the Ordinary Courseother Person; (ii) (A) lent any money, other than reasonable advances to employees for bona fide travel and business expenses that are incurred in the ordinary course of business, (B) made any material liability investments in or obligation (including the borrowing of funds under existing lines of credit or otherwise)capital contributions to, or assumed, guaranteed or otherwise became liable with respect to the liabilities of any Person, except in the Ordinary Courseor (C) prepaid any Company Debt; (iii) declaredexcept for sales of products in the ordinary course of business consistent with past practice acquired, madeleased, paid licensed, transferred or committed disposed of, any material property or assets; (iv) (A) mortgaged or encumbered, or otherwise subjected to or placed any form of distribution Lien on, any property or reduction of the profits of any member assets of the Company Group or any of its Subsidiaries, other than Permitted Liens; or (B) cancelled, forgave, paid, satisfied or discharged any debts or loans owed to or claims held by the Company or any of its Subsidiaries; (v) (A) paid, discharged or satisfied, in an amount in excess of $50,000 in any one case, any Liability arising otherwise than in the ordinary course of business, other than (I) the payment, discharge or satisfaction of Liabilities reflected or reserved against in the Company Balance Sheet and (II) the payment, discharge or satisfaction of Selling Expenses, or (B) made any capital expenditures, capital additions or capital improvements in an amount in excess of $50,000; (vi) (A) entered into any Contracts that would constitute a Material Contract, except Contracts made in the ordinary course of business consistent with past practice for the sales of Company products or services involving an amount payable to the Company of less than $50,000 per annum pursuant to terms that do not materially deviate from the Company’s standard customer contract, (B) violated, terminated, amended or otherwise modified or waived any of the material terms of any Material Contract, (C) entered into, amended, modified or terminated any Contract or waived, released or assigned any rights or claims thereunder, which would be reasonably likely to (I) adversely affect the Company or any of its Subsidiaries in any material respect, (II) impair the ability of the Company or any of the Sellers to perform their respective capitalobligations under this Agreement or (III) prevent or materially delay or impair the consummation of the Merger and the other transactions contemplated hereby or (D) entered into any other material transaction not in the ordinary course of business consistent with past practice; (vii) entered into any Contracts with any Sellers, directors, officers, or Affiliates of the Company, except to the extent required by Law; (viii) except to the extent required by Law or any existing Contracts, (A) entered into, adopted, materially amended or terminated any Contract or Employee Plan relating to the compensation, benefits or severance of any employee or other service-provider of the Company or any of its Subsidiaries, or (B) granted or paid any increase in base compensation or any bonus or other incentive compensation to any employee or other service-provider, or provided any increase in benefits to any employee or other service-provider, in each case, other than in the ordinary course of business consistent with past practice or pursuant to annual compensation reviews in the ordinary course of business consistent with past practice; (ix) hired or terminated the employment of any employee with an annual salary in excess of $100,000 or terminated the engagement of any independent contractor with an annualized cash compensation in excess of $100,000; (x) accelerated the collection of accounts receivable or materially changed the manner in which the Company or any of its Subsidiaries extends warranties, discounts or credits to customers; (xi) terminated, waived or released any material right or claim of the Company or the any of its Subsidiaries; (xii) (A) initiated any Action (other than for the routine collection of bills) or (B) settled or agreed to settle any Action (except where the amount in controversy does not exceed $50,000 and does not involve injunctive or other equitable relief and does not involve an admission of guilt on the part of the Company, any of its Subsidiaries or any of their respective Affiliates, directors, officers, employees, consultants or contractors); (xiii) made any material change to its accounting (including Tax accounting) methods, principles or practices, except as required by GAAP; (xiv) merged, consolidated or reorganized with, acquired, or entered into any other business combination with, any business, corporation, partnership, limited liability company or any other Person or any division thereof, acquired a substantial portion of the assets of any such Person, business or division, or otherwise acquired or agreed to acquire any assets that are material, individually or in the aggregate, to the Company, any of its Subsidiaries or the business of the Company or any of its Subsidiaries, or entered into any Contract with respect to a joint venture, strategic alliance or partnership; (xv) made any amendment to any of the Company’s or any of its Subsidiaries’ Charter Documents, including their respective certificates of incorporation or bylaws (or equivalent organizational documents); (xvi) declared, set aside or paid any dividends or distributions (i) dividend (including stock dividendswhether in cash, shares or otherwise) or other distribution on redeemed, repurchased or otherwise acquired any present or future shares of capital stockstock or other equity interests of the Company or any of its Subsidiaries, or made any other cash payment to any of the stockholders or securityholders of the Company in their capacities as such; (iixvii) purchaseother than pursuant to the exercise of Company Options outstanding as of the date hereof in accordance with their terms, redemption issued, created, authorized or retirement sold any shares capital stock or acquisition other equity or debt interests or options, warrants, calls, stock appreciation rights, subscriptions, convertible securities or other rights to purchase or obligations to issue any shares of capital stock or other equity or debt interests of the Company or any of its Subsidiaries or split, reverse split, reclassified, combined or subdivided the shares of capital stock or other equity or debt interests of the Company or any of its Subsidiaries; (xviii) other than the acceleration of vesting of Company Options contingent upon the consummation of the Closing contemplated by the resolutions described in Section 4.1(c) of the board of directors of the Company, modified or changed the exercise or conversion rights, or exercise or purchase prices, of any of its shares of capital stock, any of its stock options, warrants or other securities, or accelerated or otherwise modified (A) the right to exercise any option, warrant or other right to acquire any such shares, or apply or set apart purchase any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management fees; (iv) created, allotted or issued any shares of capital stock, or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock or other securities convertible into such shares or (B) the vesting or release of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do so; (v) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded $50,000; (vi) made any payment to any employee, officer, manager or director other than salary, commission, bonus or expense reimbursement other than in the Ordinary Course; (vii) made any bonus or profit sharing distribution or similar payment of any kind, or incurred the obligation for the same; (viii) granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of the Company; (ix) made any change to the rate or form of compensation or remuneration payable or to become payable to any of its shareholders, directors, officers, managers, employees, consultants, agents or contractors which is outside of Ordinary Course; (x) entered into any termination, notice, severance, or change of control agreement with any of its shareholders, directors, managers, employees, or consultants or agents; (xi) instituted, adopted or amended (or committed to do so) any Employee Plan; (xii) written off as uncollectible any material amount of accounts receivable not otherwise reserved for; (xiii) made any material Tax election or changed any existing material Tax election or settled or compromised any material Tax liability; (xiv) made, or agreed to make, any material change in any method of accounting or auditing practice; (xv) amended or changed its articles of incorporation or by-laws; (xvi) issued or authorized for issuance any shares of its capital stockstock or other securities from any repurchase options or rights of first refusal held by it or any other party or any other restrictions; (xviixix) assigned any rights to, or granted any exclusive license under, Company-Owned Intellectual Property, other than non-exclusive licenses granted in the ordinary course of business in connection with the sale or licensing of Company Services and Products; (xx) taken any action (or failed to take any action) that resulted in the lapse, withdrawal, abandonment, cancellation, or expiration of any Company-Owned Intellectual Property, including the Company Registered IP (except for expiration in accordance with the statutory term); (xxi) made, changed or revoked any material Tax election, changed any Tax accounting method, filed any amended Tax Return, settled or compromised any audit or other proceeding relating to Tax, entered into any “related party transaction” as such term is defined under GAAPclosing agreement with respect to Tax, extended the statute of limitations period for the assessment or collection of Tax, or surrendered any right to claim a Tax refund; or (xviiixxii) authorized, agreed or otherwise committed, whether or not in writing, writing to do take any of the foregoingactions described in clauses (i) through (xxi) of this Section 4.17(d).

Conduct of Business in Ordinary Course. Since December 31, 1999, the Balance Sheet DateCompany has conducted its business and operations only in the ordinary course and, except as described disclosed in the Disclosure SchedulesSchedule 3.24, since the Balance Sheet Date each member of the Company Group has notnot during such period: (ia) soldsuffered any Material Adverse Effect, transferred including any damage, destruction, or otherwise disposed of loss affecting any Assets except for Assets which are obsolete and which individually or in the aggregate do not exceed $25,000 and except for licenses entered into in the Ordinary Coursematerial Assets; (iib) incurred except as contemplated by this Agreement or as disclosed in the schedules hereto, made any material liability or obligation (including the borrowing of funds under existing lines of credit or otherwise), or assumed, guaranteed or otherwise became liable with respect to the liabilities of any Person, except in the Ordinary Course; (iii) declared, made, paid or committed to any form of distribution or reduction of the profits of any member of the Company Group or of its respective capital, including any (i) dividend (including stock dividends) or other distribution on any present or future shares of capital stock, (ii) purchase, redemption or retirement or acquisition of any of its shares of capital stock, or any option, warrant or other right to acquire any such shares, or apply or set apart any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management fees; (iv) created, allotted or issued any shares of capital stock, or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do so; (v) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded $50,000; (vi) made any payment to any employee, officer, manager or director other than salary, commission, bonus or expense reimbursement other than in the Ordinary Course; (vii) made any bonus or profit sharing distribution or similar payment of any kind, or incurred the obligation for the same; (viii) granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of the Company; (ix) made any change to the rate or form of compensation or remuneration payable or to become payable to any of its shareholders, directors, officers, managers, employees, consultantsor any material increases in bonuses, agents payable or contractors which is outside to become payable to any of Ordinary Courseits employees, or any material change in personnel policies, employee benefits, or other compensation arrangements affecting its employees in general; (xc) entered into made any terminationsale, noticeassignment, severancelease, or change other transfer of control agreement with any assets other than in the normal and usual course of its shareholdersbusiness with, directorswhen appropriate, managers, employees, or consultants or agentssuitable replacements being obtained therefor; (xid) instituted, adopted or amended (or committed to do so) canceled any Employee Planmaterial claims held by the Company; (xii) written off as uncollectible any material amount of accounts receivable not otherwise reserved for; (xiiie) made any material Tax election or changed any existing material Tax election or settled or compromised any material Tax liability; (xiv) made, or agreed to make, any material change changes in any method of the Company's accounting practice, or auditing practiceany amendments to the Company's Articles of Incorporation or Bylaws; (xvf) amended suffered any write-down of the value of any Assets in excess of, in the aggregate, $100,000 (except with respect to the value of its syndicated programming in accordance with GAAP and the Company's past practices) or changed its articles any write-off as uncollectible of incorporation or by-lawsany accounts receivable in excess of , in the aggregate, $100,000; (xvig) issued transferred or authorized for issuance granted any shares of its capital stock; (xvii) right under, or entered into any “related party transaction” as such term is defined under GAAPsettlement regarding the breach or infringement of, any license, patent, copyright, trademark, trade name, franchise, or similar right, or modified any existing right; or (xviiih) authorizedexcept as contemplated by Section IV.A.1 of Civic's Certificate of Incorporation, agreed made any non-cash dividend or otherwise committedmade any other non-cash distribution or payment in respect of, whether nor effected any subdivision, consolidation, redemption, reclassification, purchase or not in writingother recapitalization of, to do the capital stock of the Company, or declared or authorized any of the foregoing.

Conduct of Business in Ordinary Course. Since Except for actions taken in connection with the Balance Sheet Dateprocess of selling the Company (including preparing for and implementing the transactions contemplated by this Agreement) and the acquisition of Five Star and as set forth on Schedule 4.18, except as described since December 31, 2017: (a) the WU Companies have conducted their respective businesses and operations in the Disclosure Schedulesordinary course of business consistent with past practice, since and there has not been a Material Adverse Effect with respect to the Balance Sheet Date each member of the WU Companies, taken as a whole; and (b) no WU Company Group has nothas: (i) soldincurred any indebtedness for borrowed money or issued any long-term debt securities or assumed, transferred guaranteed or otherwise disposed endorsed such obligations of any Assets other Person, except for Assets which are obsolete and which individually or borrowings made for working capital purposes incurred in the aggregate do not exceed $25,000 and except for licenses entered into ordinary course of business consistent with past practice under the Credit Facility, obligations under customer contracts or other liabilities incurred in the Ordinary Courseordinary course of business; (ii) incurred except in the ordinary course of business consistent with past practice, (A) acquired, purchased, sold, assigned, leased, abandoned, transferred or otherwise obtained, or disposed of, any material liability property or obligation assets; (including the borrowing of funds under existing lines of credit or otherwise)B) mortgaged, or assumed, guaranteed encumbered or otherwise became liable subjected to any Lien any property or assets, other than Permitted Liens; (C) expressly cancelled any debts owed to or claims held by the Company or the Subsidiaries; (D) granted any license of any Company Intellectual Property other than licenses granted in the ordinary course of business; or (E) failed to exercise any rights of renewal with respect to the liabilities of any Person, except in the Ordinary CourseLeased Real Property that by its terms would otherwise expire; (iiiA) declaredexcept for Contracts made in the ordinary course of business consistent with past practice, made, paid or committed to entered into any form of distribution or reduction of the profits of any member of the Company Group or of its respective capital, including any (i) dividend (including stock dividends) or other distribution on any present or future shares of capital stock, (ii) purchase, redemption or retirement or acquisition of any of its shares of capital stock, or any option, warrant or other right to acquire any such shares, or apply or set apart any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , Contract that is a Material Contract or (vB) payment materially modified, amended, terminated or waived any material right or remedy under any Material Contract, in each case, except Contracts made in the ordinary course of any bonuses or management feesbusiness consistent with past practice; (iv) created, allotted or issued any shares of capital stock, or entered into any agreement, or grant Contracts with any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock or securities convertible into such shares of any member Affiliates of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do soCompany; (v) discharged except to the extent required by Law or the existing terms of any secured existing Employee Plan set forth on Schedule 4.11(a), (A) established, entered into, adopted, amended or unsecured obligation terminated, or liability accelerated the time of payment, vesting or funding of compensation or benefits under, any material plan or arrangement relating to the compensation, benefits or severance of any current or former employee, officer, director or other service provider (whether accruedwho is a natural Person) of a WU Company (each, absolute, contingent or otherwisea “Covered Individual”) which individually or other than in the aggregate exceeded ordinary course business consistent with past practice, (B) established, adopted, entered into, terminated or amended any written or oral agreement, memorandum of understanding or other contractual obligation between any WU Company and any labor organization or other authorized employee representative representing individuals who provide services to any WU Company, (C) increased the compensation payable or to become payable to any Covered Individual earning annual base salary of over $50,000150,000, other than in the ordinary course of business consistent with past practice, or (D) hired or terminated (other than for “cause”) any individual with annual base salary in excess of $150,000; (vi) made any payment material change to any employeeits accounting (including Tax accounting) methods, officerprinciples or practices, manager except as may be required by GAAP or director other than salary, commission, bonus or expense reimbursement other than in the Ordinary Courseapplicable Law; (vii) other than in accordance with past practice or as required by GAAP, the Code or applicable Law, (i) made any bonus material election relating to Taxes, (ii) settled or profit sharing distribution compromised any material audit, examination or similar payment other proceeding by any Taxing Authority, (iii) filed any amended Tax Return or filed any Tax Return, (iv) surrendered or compromised any right to claim a Tax refund, or (v) consented to or requested any extension or waiver of any kind, or incurred the obligation for the samestatute of limitations period relating to Taxes; (viii) granted made any general increase in the rate amendment or modification to its certificate of wagesincorporation, salariescertificate of formation, bonuses bylaws or other remuneration of any employees of the Companyoperating agreement (or equivalent organizational documents); (ix) declared, set aside, made or paid any change to dividends or distributions (in each case, whether in cash, stock, property or otherwise) in respect of the rate or form Equity Securities of compensation or remuneration payable or to become payable to any of its shareholders, directors, officers, managers, employees, consultants, agents or contractors which is outside of Ordinary CourseWU Company; (x) entered into any terminationissued, noticesold, severancegranted or otherwise disposed of, or change authorized the issuance, sale, grant or other disposition of, any Equity Securities of control agreement any WU Company, other than the issuance of shares of Company Stock upon the exercise of Options outstanding as of the date hereof in accordance with any of its shareholders, directors, managers, employees, or consultants or agentstheir existing terms; (xi) institutedsplit, adopted combined, redeemed or amended (reclassified, or committed purchased or otherwise acquired any Equity Securities of any WU Company, as applicable, or made any other change with respect to do so) any Employee Planthe capital structure of the WU Companies; (xii) written off as uncollectible acquired, by merging or consolidating with, by purchasing a substantial equity interest in or substantial portion of the assets of, or otherwise, any material amount of accounts receivable not otherwise reserved forother Person; (xiii) made any adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material Tax election or changed any existing material Tax election or settled or compromised any material Tax liabilityreorganization of the Company and the Subsidiaries; (xiv) madesettled any Action, or agreed other than an Action that did not involve (A) the imposition of equitable relief against any WU Company and (B) future payments in excess of $50,000 with respect to make, any material change in any method of accounting or auditing practicesuch Action; (xv) amended made any capital expenditure commitments in excess of $250,000 in any individual case or changed its articles in excess of incorporation or by-laws$500,000 in the aggregate; (xvi) issued (A) delayed or authorized for issuance postponed any shares payment of its capital stockany accounts payable or other payables or expenses (other than in the ordinary course of business consistent with past practice), (B) accelerated the collection of accounts receivable or cash contributions of any type (other than in the ordinary course of business consistent with past practice) or (C) shipped products ahead of normally maintained schedules or shipping dates or otherwise accelerated sales or sold products in quantities that are outside of the ordinary course of business relative to the sales of such products during the last two (2) years since the date hereof; (xvii) entered into failed to renew or replace, on commercially reasonable terms, any “related party transaction” as such term is defined under GAAPCompany Policies that were canceled or had lapsed; or (xviii) authorized, agreed or otherwise committed, whether or not in writing, writing to do take any of the foregoingactions described in the foregoing clauses of this Section 4.18(b).

Conduct of Business in Ordinary Course. Since the Balance Sheet Date, except Except as described disclosed in Schedule 3.1(j) of the Disclosure SchedulesLetter and except in connection with the Pre-Closing Reorganization, since the Balance Sheet Date each member Date: (A) the Corporation has carried on its business in the Ordinary Course and (B) without limiting the generality of the Company Group foregoing, the Corporation has not: (i) soldmade or assumed any commitment, transferred obligation or otherwise disposed of any Assets except for Assets which are obsolete and liability which individually or in the aggregate do not exceed exceeded $25,000 and except for licenses entered into 150,000 other than in the Ordinary Course; (ii) incurred any material liability or obligation (including ceased to operate its properties and to carry on the borrowing of funds under existing lines of credit or otherwise), or assumed, guaranteed or otherwise became liable with respect to the liabilities of any Person, except in the Ordinary CourseBusiness as heretofore carried on; (iii) declared, made, paid or committed to suffered any form of distribution or reduction of the profits of any member of the Company Group or of its respective capital, including any (i) dividend (including stock dividends) or other distribution on any present or future shares of capital stock, (ii) purchase, redemption or retirement or acquisition of any of its shares of capital stock, material shortage or any option, warrant material cessation or other right to acquire any such shares, interruption of supplies or apply or set apart any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of ordinary services in connection with the Company Group , or (v) payment of any bonuses or management feesBusiness; (iv) createdsold, allotted transferred or issued any shares of capital stockdisposed of, or entered into created or imposed any agreementLien (other than Permitted Liens) upon, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do soassets; (v) made any capital expenditure or commitment to do so which individually or in the aggregate exceeded $1,000,000; (vi) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise), other than obligations and liabilities discharged in the Ordinary Course; (vii) incurred any Indebtedness other than to trade creditors in the Ordinary Course or as set forth in Schedule 3.1(aa) of the Disclosure Letter, or made any loan or advance, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligation of any Person which individually or in the aggregate exceeded $50,000150,000; (viviii) purchased or otherwise acquired any securities in any Person; (ix) modified its Governing Documents; (x) made any payment change in its accounting principles and practices as utilized in the preparation of the Financial Statements except as required by GAAP; (xi) removed any auditor or had any auditor resign; (xii) suffered any material damage or destruction of its property or suffered any other material extraordinary loss in respect of the Business or the Leased Properties, whether or not covered by insurance; (xiii) terminated the employment or services of any (A) director of the Corporation or (B) Employee receiving annual base Compensation in excess of $100,000; (xiv) entered into any agreement relating to Severance Obligations or relating to any employeeretention, officertransaction bonus, manager or director other than salarychange of control of the Corporation with any of its officers, commissiondirectors or Employees receiving annual base Compensation in excess of $100,000; (xv) made any change in the rate or form of Compensation payable or to become payable to any of its directors, bonus Employees or expense reimbursement other than in Contractors which is outside the Ordinary Course; (viixvi) increased the benefits to which Employees or former employees of the Corporation are entitled under any Benefit Plan or instituted or, adopted any new Benefit Plan or made any amendments to any existing Benefit Plan (or committed to do so); (xvii) made any bonus or profit sharing distribution or similar payment of any kindkind to any current or former shareholder, director, Employee or incurred Contractor of the obligation for the sameCorporation; (viiixviii) granted to any general increase customer of the Business any special allowance or discount, or changed its pricing, credit or payment policies, delayed or postponed the payment of trade payables, or changed normal operating balances of Inventory, in each case, other than in the rate of wages, salaries, bonuses or other remuneration of any employees of the Company; (ix) made any change to the rate or form of compensation or remuneration payable or to become payable to any of its shareholders, directors, officers, managers, employees, consultants, agents or contractors which is outside of Ordinary Course; (xxix) entered into delayed or postponed in a way which would be outside the Ordinary Course, the discharge of any terminationobligation, noticeliability or capital expenditure when such liability, severanceobligation or capital expenditure becomes due; (xx) settled any litigation or claim, or change suffered any judgment, requiring payment by the Corporation of control agreement with an amount in excess of $50,000 or granting injunctive relief or specific performance; (xxi) received written notice of, or to the knowledge of Vendor, oral notice of, or commencement of an investigation or proceeding against the Corporation by a Governmental Entity; (xxii) cancelled or reduced any of its shareholders, directors, managers, employeesinsurance coverage, or consultants received notice thereof or agents; (xi) instituted, adopted of non-renewal or amended (material increase in premium from the underwriters or committed to do so) any Employee Plan; (xii) written off as uncollectible any material amount of accounts receivable not otherwise reserved for; (xiii) made any material Tax election or changed any existing material Tax election or settled or compromised any material Tax liability; (xiv) made, or agreed to make, any material change in any method of accounting or auditing practice; (xv) amended or changed its articles of incorporation or by-laws; (xvi) issued or authorized for issuance any shares of its capital stock; (xvii) entered into any “related party transaction” as such term is defined under GAAPbrokers; or (xviiixxiii) authorized, agreed or otherwise committed, whether or not committed in writing, writing to do any of the foregoing.

Conduct of Business in Ordinary Course. Since the Balance Sheet DateMarch 31, 1999, except as described disclosed in Schedule 3.13, the Company and each Subsidiary has conducted its business only in the Disclosure Schedules, since the Balance Sheet Date each member Ordinary Course of the Company Group Business and has not: (ia) sold, transferred or otherwise disposed of suffered any Assets except for Assets which are obsolete and which individually or material adverse change in the aggregate do not exceed $25,000 and except for licenses entered into business, assets, properties, financial condition, results of operations or business prospects of the Company or any of its Subsidiaries, including any damage, destruction or loss materially affecting any assets used or useful in the Ordinary Courseconduct of the business of the Company or any of its Subsidiaries; (iib) incurred made or promised any material liability or obligation (including the borrowing of funds under existing lines of credit or otherwise), or assumed, guaranteed or otherwise became liable with respect to the liabilities of any Person, except in the Ordinary Course; (iii) declared, made, paid or committed to any form of distribution or reduction of the profits of any member of the Company Group or of its respective capital, including any (i) dividend (including stock dividends) or other distribution on any present or future shares of capital stock, (ii) purchase, redemption or retirement or acquisition of any of its shares of capital stock, or any option, warrant or other right to acquire any such shares, or apply or set apart any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management fees; (iv) created, allotted or issued any shares of capital stock, or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do so; (v) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded $50,000; (vi) made any payment to any employee, officer, manager or director other than salary, commission, bonus or expense reimbursement other than in the Ordinary Course; (vii) made any bonus or profit sharing distribution or similar payment of any kind, or incurred the obligation for the same; (viii) granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of the Company; (ix) made any change to the rate or form of compensation or remuneration payable or to become payable to any of its shareholdersEmployee, directorsor any bonus payment made or promised to any Employee, officersor established, managersmaterially amended or terminated any personnel policy, employeesWelfare Plan, consultantsPension Plan, agents or contractors which is outside of Ordinary CourseBenefit Arrangement (as such terms are defined in Section 3.19; (xc) entered into, established or amended any agreement for personal services with an Employee for a term of more than one year or for compensation in excess of $50,000; (d) agreed to recognize any labor union as the representative of any of the Employees for purposes of collective bargaining or agreed to enter into any collective bargaining agreement; (e) made any sale, assignment, lease or other transfer of assets other than in the normal and usual course of business with suitable replacements being obtained therefor; (f) canceled any material debts owed to or claims held by the Company or any of its Subsidiaries; (g) made any changes in the Company's accounting practices; (h) made any amendments to the Company's Certificate of Incorporation or Bylaws; (i) suffered any material write-down of the value of any Assets or any material write-off as uncollectible of any accounts receivable; (j) transferred or granted any right under, or entered into any terminationsettlement regarding the breach or infringement of, noticeany license, severancepatent, copyright, trademark, trade name, franchise or similar right, or change modified any existing right; (k) made any capital expenditure (or series of control agreement with related capital expenditures) involving more than $25,000; (l) issued any note, bond or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation; (m) materially delayed or postponed the payment of any accounts payable other than the normal aging of accounts payable in the Ordinary Course of Business; (n) made any loan to, or entered into any other transaction with, any of its shareholders, directors, managers, employees, officers or consultants employees involving more than $5,000 with respect to any such transaction or agents; (xi) instituted, adopted or amended (or committed more than $50,000 with respect to do so) any Employee Plan; (xii) written off as uncollectible any material amount of accounts receivable not otherwise reserved for; (xiii) made any material Tax election or changed any existing material Tax election or settled or compromised any material Tax liability; (xiv) made, or agreed to make, any material change in any method of accounting or auditing practice; (xv) amended or changed its articles of incorporation or by-laws; (xvi) issued or authorized for issuance any shares of its capital stock; (xvii) entered into any “related party transaction” as all such term is defined under GAAPtransactions; or (xviiio) authorizedpaid any dividend or made any other distribution or payment in respect of, agreed or otherwise committedeffected any subdivision, whether consolidation, redemption, reclassification, purchase or not in writingother recapitalization of, to do the capital stock of the Company, or declared or authorized any of the foregoing.

Conduct of Business in Ordinary Course. Since the Balance Sheet DateExcept as disclosed in Schedule 3.2(i), except as described since April 30, 2000, Corporation has carried on its business in the Disclosure SchedulesOrdinary Course and, since without limiting the Balance Sheet Date each member generality of the Company Group foregoing, Corporation has not: (i) soldmade or assumed any commitment, transferred obligation or otherwise disposed of any Assets except for Assets liability which are obsolete and which individually or in the aggregate do not exceed $25,000 and except for licenses entered into in is outside the Ordinary Course; (ii) incurred any material liability or obligation ceased to operate its properties and to carry on its business as heretofore carried on; (including the borrowing of funds under existing lines of credit or otherwise), or assumed, guaranteed iii) sold or otherwise became liable with respect to the liabilities in any way alienated or disposed of any Person, except of its assets other than in the Ordinary Course; (iiiiv) declaredsplit, made, paid combined or committed to any form of distribution or reduction of the profits of any member of the Company Group or of its respective capital, including any (i) dividend (including stock dividends) or other distribution on any present or future shares of capital stock, (ii) purchase, redemption or retirement or acquisition of reclassified any of its shares of capital stock, or any option, warrant or other right to acquire any such shares, or apply issued redeemed, retired, repurchased or set apart otherwise acquired shares in its capital or any of its assets thereforwarrants, (iii) bonuses to stockholdersrights, (iv) payment on account of loans made to any stockholders of any member of the Company Group bonds, debentures, notes other corporate security, or (v) payment of reserved, declared, made or paid any bonuses or management fees; (iv) created, allotted or issued any shares of capital stockdividend, or entered into made any agreement, other distributions or grant any option, right appropriations of profits or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do socapital; (v) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded $50,000; (vi) made any payment to any employee), officer, manager or director other than salary, commission, bonus or expense reimbursement other than obligations and liabilities discharged in the Ordinary Course; (vi) waived or cancelled any material claim, account receivable, trade account, or right outside the Ordinary Course or made any gift; (vii) made any bonus or profit sharing distribution or similar payment of any kind, or incurred the obligation for the same; (viii) granted any general increase change in the rate of wages, salaries, bonuses or other remuneration of any employees of the Company; (ix) made any change to the rate or form of compensation or remuneration payable or to become payable to any of its shareholders, directors, officers, managers, employees, consultants, employees or agents or contractors which is outside of the Ordinary Course; (viii) made any change in its accounting principles and practices as utilized in the preparation of the Financial Statements and the Interim Financial Statements, or granted to any customer any special allowance or discount, or changed its pricing, credit or payment policies, other than in the Ordinary Course; (ix) made any individual capital expenditure in excess of $10,000.00; (x) entered into made any termination, notice, severanceloan or advance, or change assumed, guaranteed or otherwise became liable with respect to the liabilities or obligations of control agreement with any of its shareholders, directors, managers, employees, or consultants or agentsPerson; (xi) institutedmodified its constating instruments, adopted by-laws or amended (or committed to do so) any Employee Plancapital structure; (xii) written off as uncollectible removed any material amount of accounts receivable not otherwise reserved forauditor; (xiii) made purchased or otherwise acquired any material Tax election corporate security or changed proprietary, participatory or profit interest in any existing material Tax election or settled or compromised any material Tax liabilityPerson; (xiv) made, or agreed incurred any indebtedness other than to make, any material change trade creditors in any method of accounting or auditing practice; (xv) amended or changed its articles of incorporation or by-laws; (xvi) issued or authorized for issuance any shares of its capital stock; (xvii) entered into any “related party transaction” as such term is defined under GAAPthe Ordinary Course; or (xviiixv) authorized, agreed or otherwise committed, whether or not in writing, committed to do any of the foregoing.

Conduct of Business in Ordinary Course. Since Except as disclosed in Section 4.1(q) of the Disclosure Schedule, since the Balance Sheet Date, except as described the Business has been carried on in the Disclosure Schedules, since Ordinary Course and without limiting the Balance Sheet Date each member generality of the Company foregoing, none of the Corporation or, to the knowledge of the Vendors, the other members of the Business Group has nothave: (i) solddirectly or indirectly, transferred declared or paid any dividends or declared or made any other distribution of cash or other property on any of its shares of any class and has not redeemed, purchased or otherwise acquired any of its issued shares of any class or agreed to do so; (ii) disposed of any Assets interest in any asset with a book value in excess of $1,000,000, except for Assets which are obsolete the purchase or disposition of materials and supplies in the Ordinary Course of the Business; (iii) other than as set out in the Capital Plans or as disclosed in Section 4.1(q) of the Disclosure Schedules, made any capital expenditure or committed to make any capital expenditure which individually or in the aggregate do not exceed exceeds $25,000 and except for licenses 2,000,000 or entered into any contract for the purchase of materials, supplies, equipment, services or otherwise respecting such capital expenditures involving in the case of such contracts, in the aggregate, more than $2,000,000 per annum; (iv) entered into any contract, agreement or arrangement with any Related Party other than renewals or extensions of any existing contract, agreement or arrangement in the Ordinary Course; (iiv) incurred made any material liability loan or obligation (including the borrowing of funds under existing lines of credit or otherwise)advance to any Person, or assumed, guaranteed or otherwise became liable with respect to the liabilities Liabilities of any PersonPerson that are not released before or in connection with the transactions contemplated by this Agreement, except in the Ordinary Course; (iiivi) declared, made, paid or committed to authorized any bonus, profit sharing, distribution or similar payment of any kind, or increased or authorized any increase in any form of distribution compensation payable to any employee, officer or reduction consultant thereof in excess of $500,000 per person per year for an individual employee, officer or consultant, or in the aggregate totaling more than $2,000,000 in any fiscal year, except pursuant to the terms of any existing and unamended employment agreement, Employee Plan or consulting contract as disclosed in Section 4.1(hh) or Section 4.1(ii) of the profits Disclosure Schedule or in the Ordinary Course; (vii) entered into or amended any retention or change of any member of control agreement, contract or commitment for the Company Group or of its respective capital, including any (i) dividend (including stock dividends) or other distribution on any present or future shares of capital stock, (ii) purchase, redemption or retirement or acquisition benefit of any of its shares directors, officers or employees; (viii) increased the benefits to which the employees of capital stockthe members of the Business Group are entitled or otherwise amended any Employee Plan except in the Ordinary Course, or created or adopted any optionnew Employee Plan; (ix) suffered any damage, warrant destruction or other right to acquire any such sharesloss, or apply or set apart not covered by insurance, of any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account having a fair market value in excess of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management fees$1,000,000; (ivx) createdcancelled or forgiven any material debt or claim or waived any right to payment thereof, allotted or issued any shares of capital stock, or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do so; (v) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded $50,000; (vi) made any payment to any employee, officer, manager or director other than salary, commission, bonus or expense reimbursement other than in the Ordinary Course; (viixi) made any bonus terminated the employment or profit sharing distribution or similar payment services of any kindemployee, officer or incurred the obligation for the same; (viii) consultant or granted any general increase severance or termination pay to any employee, officer or consultant, which will result in payments by the members of the Business Group in the rate aggregate of wages, salaries, bonuses or other remuneration of any employees of the Company; (ix) made any change to the rate or form of compensation or remuneration payable or to become payable to any of its shareholders, directors, officers, managers, employees, consultants, agents or contractors which is outside of Ordinary Course; (x) entered into any termination, notice, severance, or change of control agreement with any of its shareholders, directors, managers, employees, or consultants or agents; (xi) instituted, adopted or amended (or committed to do so) any Employee Planmore than $1,000,000; (xii) delayed paying any accounts payable which are due and payable except to the extent being contested in good faith or consistent with past practice; (xiii) changed any accounting policies in any material respect or changed its fiscal year end; (xiv) filed any amended Tax Return or received any assessment or reassessment of Taxes or taken any action or omitted to take any action which in any such case would have the effect of increasing any material liability for Taxes after Closing; (xv) written off as uncollectible any material amount account receivable which individually or in the aggregate, is in excess of accounts receivable not otherwise reserved for; (xiii) made any material Tax election or changed any existing material Tax election or settled or compromised any material Tax liability; (xiv) made, or agreed to make, any material change in any method of accounting or auditing practice; (xv) amended or changed its articles of incorporation or by-laws$1,000,000; (xvi) issued compromised or authorized for issuance settled any shares of material litigation, proceeding or other action by a Governmental Authority or other third party related to its capital stockassets or the Business; (xvii) entered into cancelled or reduced any “related party transaction” as such term is defined under GAAPof its insurance coverage; (xviii) suffered the loss of any customer, individually or in the aggregate, that accounts for $1,000,000 or more in revenue per year; or (xviiixix) authorizedcancelled, agreed amended, modified or otherwise committed, whether replaced any Authorization or not Material Contract other than renewals or extensions of such Authorization or Material Contract in writing, to do any of the foregoingOrdinary Course.

Conduct of Business in Ordinary Course. Since the Balance Sheet Date, except Except as described set forth in the Disclosure SchedulesSchedule 3.18, since December 31, 2003 and through the Balance Sheet Date each member of date hereof, there has not been any Material Adverse Effect involving Ionatron. Without limiting the Company Group generality hereof, since that date, Ionatron has not: (a) made any material sale, assignment, lease, or other transfer of assets other than in the Ordinary Course of Business with suitable replacements being obtained therefor; (b) canceled any debts owed to or claims held by Ionatron outside the Ordinary Course of Business; (c) made any changes in Ionatron's accounting practices; (d) suffered any material write-down of the value of any assets or any write-off as uncollectable of any of its accounts receivable; (e) transferred or granted any right under, or entered into any settlement regarding the breach or infringement of, any license, patent, copyright, trademark, trade name, franchise, or similar right, or modified any existing right; (f) imposed any security interest upon any of its assets, tangible or intangible; (g) made any capital expenditures outside the Ordinary Course of Business; (h) made any capital investment in or any loan to any other Person outside the Ordinary Course of Business; (i) created, incurred, assumed, or guaranteed more than $20,000.00 in aggregate indebtedness for borrowed money in capitalized lease obligations; (j) made any or authorized any change to its Certificate of Incorporation or Bylaws; (k) issued, sold, transferred or otherwise disposed of any Assets except for Assets which are obsolete and which individually or in the aggregate do not exceed $25,000 and except for licenses entered into in the Ordinary Course; (ii) incurred any material liability or obligation (including the borrowing of funds under existing lines of credit or otherwise), or assumed, guaranteed or otherwise became liable with respect to the liabilities of any Person, except in the Ordinary Course; (iii) declared, made, paid or committed to any form of distribution or reduction of the profits of any member of the Company Group or of its respective capital, including any (i) dividend (including stock dividends) or other distribution on any present or future shares of capital stock, (ii) purchase, redemption or retirement or acquisition of any of its shares of capital stock, or granted any optionoptions, warrant warrants, or other right rights to acquire any such sharespurchase or obtain (including upon conversion, exchange, or apply or set apart any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management fees; (iv) created, allotted or issued any shares of capital stock, or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do so; (v) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded $50,000; (vi) made any payment to any employee, officer, manager or director other than salary, commission, bonus or expense reimbursement other than in the Ordinary Course; (vii) made any bonus or profit sharing distribution or similar payment of any kind, or incurred the obligation for the same; (viii) granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of the Company; (ix) made any change to the rate or form of compensation or remuneration payable or to become payable to any of its shareholders, directors, officers, managers, employees, consultants, agents or contractors which is outside of Ordinary Course; (x) entered into any termination, notice, severance, or change of control agreement with any of its shareholders, directors, managers, employees, or consultants or agents; (xi) instituted, adopted or amended (or committed to do soexercise) any Employee Plan; (xii) written off as uncollectible any material amount of accounts receivable not otherwise reserved for; (xiii) made any material Tax election or changed any existing material Tax election or settled or compromised any material Tax liability; (xiv) made, or agreed to make, any material change in any method of accounting or auditing practice; (xv) amended or changed its articles of incorporation or by-laws; (xvi) issued or authorized for issuance any shares of its capital stock; (xviil) declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (m) experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property; (n) made any loan to, or entered into any “related party transaction” as such term is defined under GAAP; orother transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xviiio) authorizedgranted any increase in the base compensation of or made any other change of employment terms for any of its officers, agreed directors or otherwise committed, whether employees outside the Ordinary Course of Business; (p) made or changed any Tax election or taken any other action with respect to Taxes not in writing, the Ordinary Course of Business and consistent with past practices; or (q) committed to do any of the foregoing.

Conduct of Business in Ordinary Course. Since December 31, 2001 and through the Balance Sheet Datedate hereof, there has not been any Material Adverse Effect involving Howtek and its subsidiaries. Without limiting the generality of the foregoing, except as described in the Disclosure Schedulesset forth on Schedule 4.9, since the Balance Sheet Date each member of the Company Group that date, Howtek has not: (i) sold, transferred or otherwise disposed of any Assets except for Assets which are obsolete and which individually or in the aggregate do not exceed $25,000 and except for licenses entered into in the Ordinary Course; (ii) incurred any material liability or obligation (including the borrowing of funds under existing lines of credit or otherwise), or assumed, guaranteed or otherwise became liable with respect to the liabilities of any Person, except in the Ordinary Course; (iii) declared, made, paid or committed to any form of distribution or reduction of the profits of any member of the Company Group or of its respective capital, including any (i) dividend (including stock dividends) or other distribution on any present or future shares of capital stock, (ii) purchase, redemption or retirement or acquisition of any of its shares of capital stock, or any option, warrant or other right to acquire any such shares, or apply or set apart any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management fees; (iv) created, allotted or issued any shares of capital stock, or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do so; (v) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded $50,000; (via) made any payment to any employee, officer, manager or director other than salary, commission, bonus or expense reimbursement other than in the Ordinary Course; (vii) made any bonus or profit sharing distribution or similar payment of any kind, or incurred the obligation for the same; (viii) granted any general material increase in the rate of wages, salaries, bonuses or other remuneration of any employees of the Company; (ix) made any change to the rate or form of compensation or remuneration payable or to become payable to any of its shareholders, directors, officers, managers, employees, consultants, agents or contractors which is employees outside the Ordinary Course of Ordinary CourseBusiness; (xb) entered into made any terminationsale, noticeassignment, severancelease, or change other transfer of control agreement assets other than in the Ordinary Course of Business with any of its shareholders, directors, managers, employees, or consultants or agentssuitable replacements being obtained therefor; (xic) instituted, adopted canceled any material debts owed to or amended (or committed to do so) any Employee Planclaims held by Howtek outside the Ordinary Course of Business; (xii) written off as uncollectible any material amount of accounts receivable not otherwise reserved for; (xiiid) made any material Tax election or changed any existing material Tax election or settled or compromised any material Tax liabilitychanges in Howtek's accounting practices; (xive) made, or agreed to make, suffered any material change in write-down of the value of any method assets or any material write-off as uncollectable of accounting or auditing practiceany of its accounts receivable; (xvf) amended transferred or changed its articles of incorporation granted any right under, or by-lawsentered into any settlement regarding the breach or infringement of, any license, patent, copyright, trademark, trade name, franchise, or similar right, or modified any existing right; (xvig) issued imposed any security interest upon any of its assets, tangible or intangible; (h) made any material capital expenditures; (i) made any material capital investment in or any material loan to any other Person outside the Ordinary Course of Business; (j) created, incurred, assumed, or guaranteed more than Ten Thousand Dollars ($10,000.00) in aggregate indebtedness for borrowed money in capitalized lease obligations; (k) made any or authorized for issuance any shares change to Howtek's Certificate of Incorporation or Bylaws; (l) issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xviim) declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (n) experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property; (o) made any loan to, or entered into any “related party transaction” as such term is defined under GAAPother transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (p) granted any material increase in the base compensation of or made any other change of employment terms for any of its directors or officers; (q) granted any increase in the base compensation of or made any other change of employment terms for any of its employees outside the Ordinary Course of Business; (r) made or changed any material Tax election or taken any other action with respect to Taxes not in the Ordinary Course of Business and consistent with past practices; or (xviiis) authorized, agreed or otherwise committed, whether or not in writing, committed to do any of the foregoing.

Conduct of Business in Ordinary Course. Since Except as disclosed in Section 2(a) of the Shred-it / Vendors Disclosure Letter, since the Balance Sheet Date, the Business has been carried on in the Ordinary Course. Without limiting the generality of the foregoing, except as described disclosed in Section 2(a) of the Shred-it / Vendors Disclosure SchedulesLetter, since the Balance Sheet Date each member Date, neither Shred-it nor any of the Company Group has notits Subsidiaries has: (i) amended the Constating Documents of any member of the Target Group; (ii) declared or paid any dividend or made any other distribution to its stockholders, excluding dividends and distributions made to Shred-it by its Subsidiaries or to other wholly-owned Subsidiaries of Shred-it; (iii) redeemed or otherwise acquired any shares of its capital stock or other equity interests or any Convertible Securities, or issued, granted, delivered, sold, pledged or otherwise encumbered, or authorized the issuance, grant, delivery, sale, pledge or other encumbrance of any shares of capital stock, units, membership interests or other securities, or any options, warrants or similar rights exercisable or exchangeable for, or convertible into, any such securities, of any member of the Target Group; (iv) sold, transferred or otherwise disposed of any of the Business Assets except for sales of (i) vehicles in the Ordinary Course (but specifically excluding sale and leaseback transactions), (ii) Business Assets which are obsolete and which individually or in the aggregate do not exceed $25,000 500,000 and except for licenses entered into (iii) inventory sold in the Ordinary Course; (iiv) incurred any material liability sold, leased, licensed, transferred, pledged, encumbered, granted or obligation (including the borrowing of funds under existing lines of credit or otherwise), or assumed, guaranteed or otherwise became liable with respect to the liabilities disposed of any Personof the Intellectual Property included in the Business Assets, except other than non-exclusive licenses granted in the Ordinary Course; (iiivi) declaredacquired (by merger, madeconsolidation, paid acquisition of stock, assets or committed to otherwise), directly or indirectly, in one transaction or in a series of related transactions, any form of distribution assets, securities, properties, interests or reduction of the profits of any member of the Company Group or of its respective capital, businesses (including any (iFranchise Acquisitions) dividend (including stock dividends) having a cost, on a per transaction or other distribution on any present or future shares series of capital stockrelated transactions basis, (ii) purchase, redemption or retirement or acquisition in excess of any $3,000,000 and subject to a maximum of its shares of capital stock, or any option, warrant or other right to acquire any $5,000,000 for all such shares, or apply or set apart any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management feestransactions; (ivvii) createdother than repayments of principal and interest on the revolving credit facility under the Credit Agreement in the Ordinary Course, allotted cancelled any Indebtedness or issued any shares of capital stocksettled, compromised, waived, released or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do so; (v) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded exceeds $50,000500,000; (viviii) except as required by Law or pursuant to a Collective Agreement, (A) increased any severance, change of control or termination pay to (or amended any existing arrangement with) any employee of Shred-it or any of its Subsidiaries or the Business or any director of any member of the Target Group, (B) increased the benefits payable under any existing severance or termination pay policies with any employee of Shred-it or any of its Subsidiaries or the Business or any director of any member of the Target Group, (C) increased the benefits payable under any Employment Agreements or any Contracts with any employee of Shred-it or any of its Subsidiaries or the Business, or any director of any member of the Target Group (other than, in the case of an employee of Shred-it or any of its Subsidiaries or the Business who is not a director or executive officer of a member of the Target Group, in the Ordinary Course), (D) entered into any employment, deferred compensation or other similar Contract (or amended any such existing Contract) with any employee of Shred-it or any of its Subsidiaries or the Business or any director of any member of the Target Group (other than, in the case of an employee of Shred-it or any of its Subsidiaries or the Business who is not a director or executive officer of a member of the Target Group, in the Ordinary Course), or (E) increased compensation, bonus levels or other benefits payable to any employee of Shred-it or any of its Subsidiaries or the Business or any director of any member of the Target Group (other than, in the case of an employee of Shred-it or any of its Subsidiaries or the Business who is not a director or executive officer of a member of the Target Group, in the Ordinary Course); (ix) except as required by Law or as disclosed in Section 2(a)(ix) of the Shred-it / Vendors Disclosure Letter, adopted any new Employee Plan or any amendment or modification of an existing Employee Plan or entered into, adopted, extended (beyond the Closing Date), renewed or amended any collective bargaining agreement or other Contract with any labor organization, union or association; (x) except as set out in the Budget, made any capital expenditure or commitment to do so which individually, or in the aggregate, exceeds $500,000; (xi) other than pursuant to its current terms, entered into, amended in any manner adverse to the Business or terminated any Material Contract; (xii) other than borrowings under the revolving credit facility under the Credit Agreement in the Ordinary Course, increased its Indebtedness for borrowed money or made any loan or advanced or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligations of any Person which individually or in the aggregate exceeds $500,000; (xiii) made any bonus or profit sharing distribution, or similar payment of any kind, except as may be required by the terms of a Material Contract, an Employment Agreement or a Collective Agreement; (xiv) abandoned, modified in any manner adverse to the Business, waived or terminated any employeeMaterial Authorization; (xv) commenced, officerwaived, manager released, assigned, settled or director compromised any Action in excess of an amount of $500,000 individually or $1,000,000 in the aggregate relating to the Business or the Business Assets; (xvi) made any change in any method of accounting or accounting practice or policy other than salaryas required by changes in Law or US GAAP or IFRS, commissionas applicable, bonus that become effective after the Balance Sheet Date; (xvii) made any material change in internal accounting controls or expense reimbursement disclosure controls and procedures; (xviii) prepared or filed any income Tax or other material Tax Return inconsistent with past practice or, on any such Tax Return, taken any material position, made any material election, or adopted any material method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date), settled or otherwise compromised any claim relating to income Taxes or other material Taxes, entered into any closing agreement or similar agreement relating to income Taxes or other material Taxes, otherwise settled any dispute relating to income Taxes or other material Taxes, or requested any ruling or similar guidance with respect to Taxes; or (xix) entered into any Contract with any Vendor or any Related Party of any Vendor (other than Shred-it or a Subsidiary of Shred-it); (xx) accelerated or delayed collection of notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the Ordinary Course; (viixxi) made any bonus delayed or profit sharing distribution or similar accelerated payment of any kind, account payable or incurred other liability of the obligation for Company beyond or in advance of its due date or the same; (viii) granted any general increase date when such liability would have been paid in the rate of wages, salaries, bonuses or other remuneration of any employees of the Company; (ix) made any change to the rate or form of compensation or remuneration payable or to become payable to any of its shareholders, directors, officers, managers, employees, consultants, agents or contractors which is outside of Ordinary Course; (x) entered into any termination, notice, severance, or change of control agreement with any of its shareholders, directors, managers, employees, or consultants or agents; (xi) instituted, adopted or amended (or committed to do so) any Employee Plan; (xii) written off as uncollectible any material amount of accounts receivable not otherwise reserved for; (xiii) made any material Tax election or changed any existing material Tax election or settled or compromised any material Tax liability; (xiv) made, or agreed to make, any material change in any method of accounting or auditing practice; (xv) amended or changed its articles of incorporation or by-laws; (xvi) issued or authorized for issuance any shares of its capital stock; (xvii) entered into any “related party transaction” as such term is defined under GAAP; or (xviiixxii) authorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoing.

Conduct of Business in Ordinary Course. Since December 31, 2000 and through the Balance Sheet Datedate hereof, e2 has conducted its business and operations in the Ordinary Course of Business and, except as described disclosed in the Disclosure SchedulesSchedule 3.18, since the Balance Sheet Date each member of the Company Group has not: (i) sold, transferred or otherwise disposed of any Assets except for Assets which are obsolete and which individually or in the aggregate do not exceed $25,000 and except for licenses entered into in the Ordinary Course; (ii) incurred any material liability or obligation (including the borrowing of funds under existing lines of credit or otherwise), or assumed, guaranteed or otherwise became liable with respect to the liabilities of any Person, except in the Ordinary Course; (iii) declared, made, paid or committed to any form of distribution or reduction of the profits of any member of the Company Group or of its respective capital, including any (i) dividend (including stock dividends) or other distribution on any present or future shares of capital stock, (ii) purchase, redemption or retirement or acquisition of any of its shares of capital stock, or any option, warrant or other right to acquire any such shares, or apply or set apart any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management fees; (iv) created, allotted or issued any shares of capital stock, or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do so; (v) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded $50,000; (via) made any payment to any employee, officer, manager or director other than salary, commission, bonus or expense reimbursement other than in the Ordinary Course; (vii) made any bonus or profit sharing distribution or similar payment of any kind, or incurred the obligation for the same; (viii) granted any general material increase in the rate of wages, salaries, bonuses or other remuneration of any employees of the Company; (ix) made any change to the rate or form of compensation or remuneration payable or to become payable to any of its shareholdersemployees other than those in the normal and usual course of business or in connection with any change in an officer’s or employee’s responsibilities, directors, officers, managers, or any bonus payment made or promised to any of its employees, consultantsor any material change in personnel policies, agents employee benefits, or contractors which is outside of Ordinary Courseother compensation arrangements affecting its officers or employees; (xb) entered into made any terminationsale, noticeassignment, severancelease, or change other transfer of control agreement assets other than in the normal and usual course of business with any of its shareholders, directors, managers, employees, or consultants or agentssuitable replacements being obtained therefor; (xic) instituted, adopted canceled any material debts owed to or amended (or committed to do so) any Employee Planclaims held by e2 outside the Ordinary Course of Business; (xii) written off as uncollectible any material amount of accounts receivable not otherwise reserved for; (xiiid) made any material Tax election or changed any existing material Tax election or settled or compromised any material Tax liabilitychanges in e2’s accounting practices; (xive) made, or agreed to make, suffered any material change in write-down of the value of any method assets or any material write-off as uncollectable of accounting or auditing practiceany of its accounts receivable; (xvf) amended transferred or changed its articles of incorporation granted any right under, or by-lawsentered into any settlement regarding the breach or infringement of, any license, patent, copyright, trademark, trade name, franchise, or similar right, or modified any existing right; (xvig) issued imposed any security interest upon any of its assets, tangible or intangible; (h) made any material capital expenditures outside the Ordinary Course of Business; (i) made any material capital investment in or any loan to any other Person outside the Ordinary Course of Business; (j) created, incurred, assumed, or guaranteed more than Ten Thousand Dollars ($10,000.00) in aggregate indebtedness for borrowed money in capitalized lease obligations; (k) made any or authorized for issuance any shares change to the e2’s Articles or Bylaws; (l) issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xviim) declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (n) experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property; (o) made any loan to, or entered into any “related party transaction” as such term is defined under GAAP; orother transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xviiip) authorizedgranted any increase in the base compensation of any of its directors, agreed officers, and employees outside the Ordinary Course of Business; (q) made any other material change of employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (r) made or otherwise committed, whether changed any material Tax election or taken any other action with respect to Taxes not in writing, the Ordinary Course of Business and consistent with past practices; or (s) committed to do any of the foregoing.

Conduct of Business in Ordinary Course. Since Except for the Balance Sheet Datetransactions contemplated hereby and as set forth on SCHEDULE 4.21, except as described since November 30, 2001, the Company has conducted its business and operations in the Disclosure Schedules, since the Balance Sheet Date each member ordinary course of the Company Group business consistent with past practices in all material respects and has not: (a) made any sale, assignment, lease, or other transfer of any of its properties or granted any Lien thereon, except for Permitted Liens, other than (i) soldsales of inventory in the ordinary course of business, transferred or otherwise (ii) sales of obsolete assets no longer used in the operation of its business or other assets sold or disposed of any Assets except for Assets which are obsolete and which individually or in the aggregate do not exceed $25,000 normal and except for licenses entered into in the Ordinary Courseusual course of business with suitable replacements being obtained therefor; (iib) canceled any debts owed to or claims held by the Company, except in the normal and usual course of business; (c) suffered any material write-down of the value of any assets or any material write-off as uncollectible of any accounts receivable; (d) incurred any material liability indebtedness for borrowed money or obligation (including the borrowing of funds under existing lines of credit or otherwise), issued any long-term debt securities or assumed, guaranteed or otherwise became liable with respect to endorsed the liabilities obligations of any Personother Persons, except for indebtedness incurred in the Ordinary Courseordinary course of business consistent with past practice under lines of credit existing on the Balance Sheet Date; (iiie) declared, made, paid or committed made any material change to any form of distribution or reduction of the profits of any member of the Company Group or of its respective capital, including any (i) dividend accounting (including stock dividendstax accounting) methods, principles or other distribution on any present or future shares of capital stockpractices, (ii) purchase, redemption or retirement or acquisition of any of its shares of capital stock, or any option, warrant or other right to acquire any such shares, or apply or set apart any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management feesexcept as may be required by GAAP; (ivf) createddeclared or paid any dividends or made any other distributions of any kind to its equity holders or repurchased, allotted redeemed, retired or issued otherwise acquired any shares of capital stock, or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do so; (vg) discharged suffered any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded $50,000; (vi) made any payment to any employee, officer, manager or director other than salary, commission, bonus or expense reimbursement other than in the Ordinary Course; (vii) made any bonus or profit sharing distribution or similar payment of any kind, or incurred the obligation for the same; (viii) granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of Material Adverse Effect on the Company; (ixh) made or permitted any change to material amendment, termination, waiver or lapse of any right of the rate Company or form of compensation any Subsidiary under any Material Contract or remuneration payable or to become payable to any of its shareholders, directors, officers, managers, employees, consultants, agents or contractors which is outside of Ordinary Course;Permit; or (xi) entered into any termination, notice, severance, lease (as lessee) requiring payments in any year in excess of $50,000 or change of control agreement with any of its shareholders, directors, managers, employees, or consultants or agents; (xi) instituted, adopted or amended (or committed to do so) any Employee Plan; (xii) written off as uncollectible any material amount of accounts receivable not otherwise reserved for; (xiii) made any material Tax election or changed any existing material Tax election or settled or compromised any material Tax liability; (xiv) made, or agreed to make, any material change acquisition of assets other than in any method the ordinary course of accounting or auditing practice; (xv) amended or changed its articles of incorporation or by-laws; (xvi) issued or authorized for issuance any shares of its capital stock; (xvii) entered into any “related party transaction” as such term is defined under GAAP; or (xviii) authorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoingbusiness.

Conduct of Business in Ordinary Course. Since the Balance Sheet DateExcept as disclosed in Schedule 3.2(k), except as described since January 31, 2000, each of Hexavision and its Subsidiary has carried on its business in the Disclosure SchedulesOrdinary Course and, since without limiting the Balance Sheet Date each member generality of the Company Group has notforegoing, neither of Hexavision or its Subsidiary has: (i) soldmade or assumed any commitment, transferred obligation or otherwise disposed of any Assets except for Assets liability which are obsolete and which individually or in the aggregate do not exceed $25,000 and except for licenses entered into in is outside the Ordinary Course; (ii) incurred any material liability or obligation transferred to (including the borrowing of funds under existing lines of credit or otherwise), or assumed, guaranteed or otherwise became liable with respect by license) any Person any rights to the liabilities of any PersonIntellectual Property Assets, except in connection with sales of Hexavision's or its Subsidiary's products or services in the Ordinary Course; (iii) declaredterminated, madeentered into, paid amended or committed otherwise modified any agreements pursuant to which any Person is granted marketing, distribution or similar rights of any type or scope or any third party royalty rights with respect to any form products of distribution Hexavision or reduction of the profits of any member of the Company Group or of its respective capital, including any (i) dividend (including stock dividends) or other distribution on any present or future shares of capital stock, (ii) purchase, redemption or retirement or acquisition of any of its shares of capital stockSubsidiary, or entered into or amended any optionstrategic alliance, warrant license or other right to acquire any such sharessub-license agreement, or apply or set apart any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management feesjoint development agreement; (iv) createdterminated, allotted or issued any shares of capital stockentered into, or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual amended or otherwise for the purchase or other acquisition of shares of capital stock or securities convertible into such shares of modified in any member of the Company Groupmaterial respect any contract, nor amended its charter documents, changed its capital structure or entered into any agreement or make commitment, including any offer to do soMaterial Contract; (v) sold or otherwise in any way alienated or disposed of any of its assets other than in the Ordinary Course; (vi) split, combined or reclassified any of its shares, or issued, granted, redeemed, retired, repurchased or otherwise acquired shares in its capital or any options, warrants, rights, bonds, debentures, notes or other corporate security or research declared, made or paid any dividend or made any other distributions or appropriations of profits of capital; (vii) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded $50,000; (vi) made any payment to any employee), officer, manager or director other than salary, commission, bonus or expense reimbursement other than obligations and liabilities discharged in the Ordinary Course; (viiviii) waived or cancelled any material claim, or account receivable, trade account, or right outside the Ordinary Course or made any bonus or profit sharing distribution or similar payment of any kind, or incurred the obligation for the same; (viii) granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of the Companygift; (ix) terminated the employment of any manager or officer or granted any severance or termination pay or similar obligation to any member, manager, officer or any other employee, except payments made pursuant to written agreements or other legally binding commitments disclosed to Purchaser in writing and in effect on the date hereof; (x) made any change to in the rate or form of compensation or remuneration or option payable or to become payable to any of its shareholders, directors, officers, managers, employees, consultants, employees or agents or contractors which is outside of the Ordinary Course; (xxi) entered into made any termination, notice, severancechange in its accounting principles and practices as utilized in the preparation of the Financial Statements and the Interim Financial Statements or granted to any customer any special allowance or discount, or change of control agreement with any of changed its shareholderspricing, directorscredit or payment policies, managers, employees, or consultants or agents; (xi) instituted, adopted or amended (or committed to do so) any Employee Planother than in the Ordinary Course; (xii) written off as uncollectible made or assumed any material amount commitment, obligation or liability or made any individual capital expenditure in excess of accounts receivable not otherwise reserved for$10,000 or $25,000 in the aggregate; (xiii) made any material Tax election loan or changed advance, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligations of any existing material Tax election or settled or compromised any material Tax liabilityPerson; (xiv) mademodified its constating instruments, by-laws or agreed to make, any material change in any method of accounting or auditing practicecapital structure; (xv) amended or changed its articles of incorporation or by-lawsremoved any auditor; (xvi) issued purchased or authorized for issuance otherwise acquired any shares of its capital stockcorporate security or proprietary, participatory or profit interest in any Person; (xvii) entered into incurred any “related party transaction” as such term is defined under GAAPindebtedness other than to trade creditors in the Ordinary Course; (xviii) settled any litigation or claim requiring payment by Hexavision or its Subsidiary in excess of $10,000 individually; or (xviiixix) authorized, agreed or otherwise committed, whether or not in writing, committed to do any of the foregoing.

Conduct of Business in Ordinary Course. Since From and after the Balance Sheet Date, except as described date hereof until the Closing or the earlier termination of this Agreement: (a) The Stockholders agree to cause Elite and its subsidiaries to conduct their activities and operations in the Disclosure Schedulesordinary course in the same manner as presently conducted and in compliance with all applicable Laws and to: (i) preserve and keep intact their assets and properties; (ii) keep available the services of their officers, since the Balance Sheet Date each member employees and agents as of the Company Group has notdate of this Agreement; and (iii) preserve their relationships with customers and suppliers; and (b) Except in connection with and pursuant to the Reorganization, without the prior written consent of the Mattress Firm and Newco, the Stockholders shall cause Elite and each of its subsidiaries not to: (i) soldeffect any recapitalization, transferred reclassification, stock split or otherwise disposed of any Assets except for Assets which are obsolete and which individually or like change in the aggregate do not exceed $25,000 and except for licenses entered into in the Ordinary Course; (ii) incurred capitalization of or declare or pay any material liability dividend or obligation (including the borrowing of funds under existing lines of credit or otherwise), or assumed, guaranteed or otherwise became liable with respect to the liabilities of any Person, except in the Ordinary Course; (iii) declared, made, paid or committed to any form of distribution or reduction of the profits of any member of the Company Group or of its respective capital, including any (i) dividend (including stock dividends) or other distribution on any present or future shares of capital stock, (ii) purchase, redemption or retirement or acquisition of any class of its shares of capital stock, or any option, warrant or other right to acquire any such shares, or apply or set apart any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management fees; (iv) created, allotted or issued any shares of capital stock, or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock or securities convertible into such shares of redeem or otherwise acquire any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do so; (v) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded $50,000; (vi) made any payment to any employee, officer, manager or director other than salary, commission, bonus or expense reimbursement other than in the Ordinary Course; (vii) made any bonus or profit sharing distribution or similar payment of any kind, or incurred the obligation for the same; (viii) granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of the Company; (ix) made any change to the rate or form of compensation or remuneration payable or to become payable to any of its shareholders, directors, officers, managers, employees, consultants, agents or contractors which is outside of Ordinary Course; (x) entered into any termination, notice, severance, or change of control agreement with any of its shareholders, directors, managers, employees, or consultants or agents; (xi) instituted, adopted or amended (or committed to do so) any Employee Plan; (xii) written off as uncollectible any material amount of accounts receivable not otherwise reserved for; (xiii) made any material Tax election or changed any existing material Tax election or settled or compromised any material Tax liability; (xiv) made, or agreed to make, any material change in any method of accounting or auditing practice; (xv) amended or changed its articles of incorporation or by-laws; (xvi) issued or authorized for issuance any shares of its capital stock; (xviiii) entered merge or consolidate with, purchase all or a part of the assets of, or otherwise acquire any business or proprietorship, firm, association, corporation or other business organization or division or part thereof; (iii) issue any shares of its capital stock or the capital stock or any other securities (including any securities exercisable or exchangeable for, or convertible into, any shares of capital stock); (iv) propose to amend or amend its certificate of incorporation or bylaws (or comparable organizational documents); (v) except for trade payables and for indebtedness for borrowed money incurred in the ordinary course of business since the Balance Sheet Date or set forth on the Balance Sheet incur any liability or obligation of any nature (whether absolute, contingent, accrued or unaccrued); (vi) acquire any assets having a value in excess of $50,000 or sell, assign, transfer, convey, lease, encumber, subject to any Lien or otherwise dispose of any such assets (except, in each case, for fair consideration in the ordinary course of business consistent with past practice or pursuant to existing contractual obligations); (vii) enter into, modify or terminate any labor or collective bargaining agreement or, through negotiation or otherwise, make any commitment or incur any liability to any labor organization relating to any employees of Elite; (viii) grant any general or uniform increase in the rates of pay or benefits to officers, directors or employees (or a class thereof) or any material increase in salary or benefits of any officer, director, employee or agent or pay any bonus to any Person, or enter into any “related party transaction” employment or severance agreement with any officer, director or employee, in each case, except as such term required by law or any existing Contract; (ix) dispose of or permit to lapse any material rights to the use of any material Intellectual Property; (x) adopt, enter into, terminate or amend any Plan; (xi) take any affirmative action, or fail to take any action within its control, as a result of which any of the changes or events listed in Section 4.7 is defined under GAAPreasonably likely to occur; (xii) make any change (except for changes in authorized signatories arising out of personnel changes) in banking or safe deposit box arrangements; (xiii) grant any power of attorney; (xiv) fail to comply in any material respect with any Laws applicable to it or fail to obtain or maintain any material Licenses or Permits required to operate the business of Elite as presently conducted; (xv) not take or omit to take any action that, if taken or omitted prior to the date of this Agreement, would constitute a breach of any the representations or warranties of Elite or any Stockholder contained in this Agreement; or (xviiixvi) authorized, agreed or otherwise committed, whether or not in writing, agree to do make any of the foregoingcommitment to take any action prohibited by this Section 7.1.

Conduct of Business in Ordinary Course. Since the Balance Sheet DateDecember 31, 1995, except as described either disclosed on Exhibit 4.8 or in the Disclosure Schedulesother Exhibits hereto, since PVS has conducted its business only in the Balance Sheet Date each member of the Company Group ordinary course and has not:; (i) sold, transferred transferred, leased to others or otherwise disposed of any Assets assets, except for Assets inventory and/or services sold in the ordinary course of business, or assets which are obsolete and which individually or in not material to the aggregate do not exceed $25,000 and except for licenses entered into in the Ordinary Courseoperation of PVS's Business; (ii) incurred canceled or compromised any material liability debt or obligation (including the borrowing of funds under existing lines of credit claim or otherwise)waived, compromised or assumedreleased any right, guaranteed or otherwise became liable with respect except for rights which are not material to the liabilities operation of any Person, except in the Ordinary CoursePVS's Business; (iii) declaredsuffered any damage, madedestruction or loss (whether or not covered by insurance) that has materially and adversely affected the assets, paid PVS or committed to any form of distribution PVS's Business or reduction of the profits of any member of the Company Group or of its respective capital, including any (i) dividend (including stock dividends) or other distribution on any present or future shares of capital stock, (ii) purchase, redemption or retirement or acquisition of any of its shares of capital stock, or any option, warrant or other right to acquire any such shares, or apply or set apart any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management feesprospects; (iv) createdencountered any labor union organizing activity or had any actual or known threatened employee strike, allotted work stoppage, slow down or issued lockout; (v) transferred or granted any shares of capital stockright under, or entered into any agreementsettlement regarding the breach or infringement of any license, patent, copyright, trademark, trade name, invention, franchise or similar rights, or grant modified any option, existing right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do so; (v) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded $50,000with respect thereto; (vi) made instituted, been named as a party, settled or agreed to settle any payment to litigation, action or proceeding before any employee, officer, manager court or director other than salary, commission, bonus or expense reimbursement other than in the Ordinary Coursegovernmental body; (vii) failed to replenish PVS's inventories and supplies in a normal and customary manner consistent with PVS's ordinary business practices, nor made any bonus purchase commitments in excess of the normal, ordinary and usual requirements of PVS's Business or profit sharing distribution or similar payment at any price materially in excess of any kindthe then current market price, or incurred the obligation for the sameupon terms and conditions more onerous in any material respect than those usual and customary in PVS's Business (given then current industry conditions and circumstances), nor made any material changes in PVS's marketing, selling, pricing, advertising or personnel practices inconsistent with PVS's past practices (other than price increases consistent with then current industry conditions and circumstances); (viii) granted any general increase failed to pay its liabilities as and when due in the rate ordinary course of wages, salaries, bonuses or other remuneration of any employees of the CompanyPVS's Business; (ix) made suffered any change to the rate change, event or form of compensation condition which has materially and adversely affected PVS's condition (financial or remuneration payable otherwise), properties, assets, liabilities or to become payable to any of its shareholders, directors, officers, managers, employees, consultants, agents or contractors which is outside of Ordinary Coursebusiness; (x) entered into failed to maintain its facilities and equipment in a commercially prudent and reasonable manner, other than any termination, notice, severance, or change of control agreement with any of its shareholders, directors, managers, employees, or consultants or agentssuch failure which would not materially and adversely affect PVS; (xi) institutedentered into any transaction, adopted contract or amended (or committed to do so) any Employee Plancommitment other than in the ordinary course of PVS's Business; (xii) written off as uncollectible created or assumed any material amount mortgage, pledge, lien or encumbrance upon any of accounts receivable not otherwise reserved forPVS's assets other than liens reflected in the Exhibits attached to this Agreement; (xiii) made any material Tax election or changed write down of the value of any existing material Tax election or settled or compromised any material Tax liabilityof its assets; (xiv) mademade any increase in the compensation of the employees of PVS, or agreed any increase in compensation payable to make, any material change in any method officer or director of accounting or auditing practice;PVS; or (xv) amended canceled, compromised, excused, forgiven, postponed or changed its articles applied any portion of incorporation a customer deposit to any account receivable, except for adjustments or by-laws; (xvi) issued or authorized for issuance any shares of its capital stock; (xvii) entered into any “related party transaction” as such term is defined under GAAP; or (xviii) authorized, agreed or otherwise committed, whether or not credit vouchers in writing, to do any of the foregoingordinary course.

Conduct of Business in Ordinary Course. Since Except for actions taken in connection with the Balance Sheet Date, process of selling the Company (including preparing for and implementing the transactions contemplated by this Agreement) and except as described in set forth on the Disclosure Schedulesapplicable subsection of Schedule 4.18, since the Balance Sheet Date each member of Date: (a) the Company Group and the Subsidiary have conducted their respective businesses and operations in the ordinary course of business consistent with past practice; (b) there has notnot occurred any Material Adverse Effect on or with respect to the Company or the Subsidiary; (c) there has not occurred any damage, destruction or loss of any material property or material asset, whether or not covered by insurance; and (d) neither the Company nor the Subsidiary has: (i) soldincurred any Indebtedness (except for Indebtedness incurred in the ordinary course of business consistent with past practice under the Credit Facility) or issued any long term debt securities or assumed, transferred guaranteed or otherwise disposed endorsed such obligations of any Assets except for Assets which are obsolete and which individually or in the aggregate do not exceed $25,000 and except for licenses entered into in the Ordinary Courseother Person; (ii) (A) lent any money, other than reasonable advances to employees for bona fide travel and business expenses that are incurred in the ordinary course of business, (B) made any material liability investments in or obligation (including the borrowing of funds under existing lines of credit or otherwise)capital contributions to, or assumed, guaranteed or otherwise became liable with respect to the liabilities of any Person, except in the Ordinary Courseor (C) prepaid any Company Debt; (iii) declaredexcept for sales of products in the ordinary course of business consistent with past practice acquired, madeleased, paid licensed, transferred or committed disposed of, any material property or assets; (iv) (A) mortgaged or encumbered, or otherwise subjected to or placed any form of distribution Lien on, any property or reduction of the profits of any member assets of the Company Group or the Subsidiary, other than Permitted Liens; or (B) cancelled, forgave, paid, satisfied or discharged any debts or loans owed to or claims held by the Company or the Subsidiary; (v) (A) paid, discharged or satisfied, in an amount in excess of $50,000 in any one case, any Liability arising otherwise than in the ordinary course of business, other than (I) the payment, discharge or satisfaction of Liabilities reflected or reserved against in the Company Balance Sheet and (II) the payment, discharge or satisfaction of Selling Expenses, or (B) made any capital expenditures, capital additions or capital improvements in an amount in excess of $50,000; (vi) (A) entered into any Contracts that would constitute a Material Contract, except Contracts made in the ordinary course of business consistent with past practice for the sales of Company Services and Products involving an amount payable to the Company or the Subsidiary of less than $50,000 per annum pursuant to terms that do not materially deviate from the Company’s or Subsidiary’s standard customer contract, (B) violated, terminated, amended or otherwise modified or waived any of the material terms of any Material Contract, (C) entered into, amended, modified or terminated any Contract or waived, released or assigned any rights or claims thereunder, which would be reasonably likely to (I) adversely affect the Company or the Subsidiary in any material respect, (II) impair the ability of the Company or any of the Sellers to perform their respective obligations under this Agreement or (III) prevent or materially delay or impair the consummation of the Share Purchase and the other transactions contemplated hereby or (D) entered into any other material transaction not in the ordinary course of business consistent with past practice; (vii) entered into any Contracts with any Sellers, directors, officers, or Affiliates of the Company, except to the extent required by Law; (viii) except to the extent required by Law or any existing Contracts, (A) entered into, adopted, materially amended or terminated any Contract or Employee Plan relating to the compensation, benefits or severance of any employee or other service-provider of the Company or the Subsidiary, or (B) granted or paid any increase in base compensation or any bonus or other incentive compensation to any employee or other service-provider, or provided any increase in benefits to any employee or other service-provider, in each case other than in the ordinary course of business consistent with past practice or pursuant to annual compensation reviews in the ordinary course of business consistent with past practice; (ix) hired or terminated the employment of any employee with an annual salary in excess of $100,000; (x) accelerated the collection of accounts receivable or materially changed the manner in which the Company or the Subsidiary extends warranties, discounts or credits to customers; (xi) terminated, waived or released any material right of claim of the Company or the Subsidiary; (xii) (A) initiated any Action, investigation or examination (other than for the routine collection of bills) or (B) settled or agreed to settle any Action, investigation or examination (except where the amount in controversy does not exceed $50,000 and does not involve injunctive or other equitable relief and does not involve an admission of guilt on the part of the Company, the Subsidiary or any of their respective Affiliates, directors, officers, employees, consultants or contractors); (xiii) made any material change to its respective capitalaccounting (including Tax accounting) methods, principles or practices, except as required by GAAP; (xiv) merged, consolidated or reorganized with, acquired, or entered into any other business combination with, any business, corporation, partnership, limited liability company or any other Person or any division thereof, acquired a substantial portion of the assets of any such Person, business or division, or otherwise acquired or agreed to acquire any assets that are material, individually or in the aggregate, to the Company, the Subsidiary or the business of the Company or the Subsidiary, or entered into any Contract with respect to a joint venture, strategic alliance or partnership; (xv) made any amendment to any of the Company’s or the Subsidiary’s Charter Documents, including their respective certificates of incorporation or bylaws (or equivalent organizational documents); (xvi) declared, set aside or paid any dividends or distributions (i) dividend (including stock dividendswhether in cash, shares or otherwise) or other distribution on redeemed, repurchased or otherwise acquired any present or future shares of capital stockstock or other equity interests of the Company or the Subsidiary, or made any other cash payment to any of the stockholders or securityholders of the Company, other than repurchases of stock from its employees in connection with the termination of their services pursuant to Contracts providing for such repurchase in accordance with the terms of the Company Stockholders Agreement; (iixvii) purchaseissued, redemption created, authorized or retirement sold any shares of capital stock or acquisition other equity or debt interests or options, warrants, calls, stock appreciation rights, subscriptions, convertible securities or other rights to purchase or obligations to issue any shares of capital stock or other equity or debt interests of the Company or the Subsidiary or split, reverse split, reclassified, combined or subdivided the shares of capital stock or other equity or debt interests of the Company or the Subsidiary; (xviii) modified or changed the exercise or conversion rights, or exercise or purchase prices, of any of its shares of capital stock, any of its stock options, warrants or other securities, or accelerated or otherwise modified (A) the right to exercise any option, warrant or other right to acquire any such shares, or apply or set apart purchase any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management fees; (iv) created, allotted or issued any shares of capital stock, or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock or other securities convertible into such shares or (B) the vesting or release of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do so; (v) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded $50,000; (vi) made any payment to any employee, officer, manager or director other than salary, commission, bonus or expense reimbursement other than in the Ordinary Course; (vii) made any bonus or profit sharing distribution or similar payment of any kind, or incurred the obligation for the same; (viii) granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of the Company; (ix) made any change to the rate or form of compensation or remuneration payable or to become payable to any of its shareholders, directors, officers, managers, employees, consultants, agents or contractors which is outside of Ordinary Course; (x) entered into any termination, notice, severance, or change of control agreement with any of its shareholders, directors, managers, employees, or consultants or agents; (xi) instituted, adopted or amended (or committed to do so) any Employee Plan; (xii) written off as uncollectible any material amount of accounts receivable not otherwise reserved for; (xiii) made any material Tax election or changed any existing material Tax election or settled or compromised any material Tax liability; (xiv) made, or agreed to make, any material change in any method of accounting or auditing practice; (xv) amended or changed its articles of incorporation or by-laws; (xvi) issued or authorized for issuance any shares of its capital stockstock or other securities from any repurchase options or rights of first refusal held by it or any other party or any other restrictions; (xviixix) assigned any rights to, or granted any exclusive license under, Company-Owned Intellectual Property; (xx) taken any action (or failed to take any action) that resulted in the lapse, withdrawal, abandonment, cancellation, or expiration of any Company-Owned Intellectual Property, including the Company Registered IP (except for expiration in accordance with the statutory term); (xxi) made, changed or revoked any material Tax election, changed any Tax accounting method, filed any amended Tax Return, settled or compromised any audit or other proceeding relating to Tax, entered into any “related party transaction” as such term is defined under GAAPclosing agreement with respect to Tax, extended the statute of limitations period for the assessment or collection of Tax, or surrendered any right to claim a Tax refund; or (xviiixxii) authorized, agreed or otherwise committed, whether or not in writing, writing to do take any of the foregoingactions described in clauses (i) through (xxi) of this Section 4.18(d).

Conduct of Business in Ordinary Course. Since December 31, 2001 and through the Balance Sheet Datedate hereof, except as described in there has not been any Material Adverse Effect involving ISSI. Without limiting the Disclosure Schedulesgenerality of the foregoing, since the Balance Sheet Date each member of the Company Group that date, ISSI has not: (i) sold, transferred or otherwise disposed of any Assets except for Assets which are obsolete and which individually or in the aggregate do not exceed $25,000 and except for licenses entered into in the Ordinary Course; (ii) incurred any material liability or obligation (including the borrowing of funds under existing lines of credit or otherwise), or assumed, guaranteed or otherwise became liable with respect to the liabilities of any Person, except in the Ordinary Course; (iii) declared, made, paid or committed to any form of distribution or reduction of the profits of any member of the Company Group or of its respective capital, including any (i) dividend (including stock dividends) or other distribution on any present or future shares of capital stock, (ii) purchase, redemption or retirement or acquisition of any of its shares of capital stock, or any option, warrant or other right to acquire any such shares, or apply or set apart any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management fees; (iv) created, allotted or issued any shares of capital stock, or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do so; (v) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded $50,000; (via) made any payment to any employee, officer, manager or director other than salary, commission, bonus or expense reimbursement other than in the Ordinary Course; (vii) made any bonus or profit sharing distribution or similar payment of any kind, or incurred the obligation for the same; (viii) granted any general material increase in the rate of wages, salaries, bonuses or other remuneration of any employees of the Company; (ix) made any change to the rate or form of compensation or remuneration payable or to become payable to any of its shareholders, directors, officers, managers, employees, consultants, agents or contractors which is employees outside the Ordinary Course of Ordinary CourseBusiness; (xb) entered into made any terminationsale, noticeassignment, severancelease, or change other transfer of control agreement assets other than in the Ordinary Course of Business with any of its shareholders, directors, managers, employees, or consultants or agentssuitable replacements being obtained therefor; (xic) instituted, adopted canceled any material debts owed to or amended (or committed to do so) any Employee Planclaims held by ISSI outside the Ordinary Course of Business; (xii) written off as uncollectible any material amount of accounts receivable not otherwise reserved for; (xiiid) made any material Tax election or changed any existing material Tax election or settled or compromised any material Tax liabilitychanges in ISSI's accounting practices; (xive) made, or agreed to make, suffered any material change in write-down of the value of any method assets or any material write-off as uncollectable of accounting or auditing practiceany of its accounts receivable; (xvf) amended transferred or changed its articles of incorporation granted any right under, or by-lawsentered into any settlement regarding the breach or infringement of, any license, patent, copyright, trademark, trade name, franchise, or similar right, or modified any existing right; (xvig) issued imposed any security interest upon any of its assets, tangible or intangible; (h) made any material capital expenditures; (i) made any material capital investment in or any material loan to any other Person outside the Ordinary Course of Business; (j) created, incurred, assumed, or guaranteed more than Ten Thousand Dollars ($10,000.00) in aggregate indebtedness for borrowed money in capitalized lease obligations; (k) made any or authorized for issuance any shares change to ISSI's Articles of Incorporation or Bylaws; (l) declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xviim) experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property; (n) made any loan to, or entered into any “related party transaction” as such term is defined under GAAP; orother transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xviiio) authorized, agreed granted any material increase in the base compensation of or otherwise committed, whether made any other change of employment terms for any of its directors or officers; (p) granted any increase in the base compensation of or made any other change of employment terms for any of its employees outside the Ordinary Course of Business; (q) made or changed any material Tax election or taken any other action with respect to Taxes not in writing, the Ordinary Course of Business and consistent with past practices; or (r) committed to do any of the foregoing.

Conduct of Business in Ordinary Course. Since Except as set out in Section 3.17 of the Balance Sheet Date, except as described in the Seller Disclosure SchedulesLetter, since the Balance Sheet Date each member Reference Date, the Business has been carried on in the Ordinary Course. Without limiting the generality of the Company Group foregoing, except in connection with the Non-Gaming Reorganization, the Corporation has not: (ia) sold, transferred or otherwise disposed of any Assets except for Assets which are obsolete and except; (b) assets which, individually or in the aggregate, do not exceed $100,000 in book value. issued or sold any shares, bonds or other securities of the Corporation; (c) made any capital expenditures which individually or in the aggregate do not exceed exceeded $25,000 and except for licenses entered into in the Ordinary Course100,000; (iid) incurred any material liability or obligation (including the borrowing of funds under existing lines of credit or otherwise), or assumed, guaranteed or otherwise became liable with respect to the liabilities of any Person, except in the Ordinary Course; (iii) declared, made, paid or committed to any form of distribution or reduction of the profits of any member of the Company Group or of its respective capital, including any (i) dividend (including stock dividends) or other distribution on any present or future shares of capital stock, (ii) purchase, redemption or retirement or acquisition of any of its shares of capital stock, or any option, warrant or other right to acquire any such shares, or apply or set apart any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management fees; (iv) created, allotted or issued any shares of capital stock, or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do so; (v) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which which, individually or in the aggregate aggregate, exceeded $50,000100,000; (vie) increased its indebtedness for borrowed money or made any payment loan or advance to any employeePerson, officeror assumed, manager guaranteed or director other than salary, commission, bonus or expense reimbursement other than in otherwise became liable with respect to the Ordinary Courseobligation of any Person; (viif) cancelled any debts or claims owed to it or amended, terminated or waived any rights of value to the Corporation; (g) made any bonus or profit sharing distribution or similar payment of any kind, or incurred kind other than required by the obligation for Employee Plans and the sameEmployee Material Contracts; (viiih) made any payment to an officer, director or former director other than at the regular rates payable by way of salary or other remuneration or for the reimbursement of expenses incurred in the Ordinary Course; (i) removed or appointed any auditor or director or terminated or hired any officer or other senior Person; (j) made any change in the compensation paid or payable to any officer or director of the Corporation or granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of the CompanyEmployees; (ixk) made other than required by the Employee Plans and the Employee Material Contracts, or as otherwise required by any change to the rate or form of compensation or remuneration payable or to become payable to any of its shareholders, directors, officers, managers, employees, consultants, agents or contractors which is outside of Ordinary Courseapplicable Laws; (xl) entered into written down the value of any terminationassets owned or used by the Corporation, noticeincluding inventory and capital lease assets, severance, or change except on account of control agreement with any of its shareholders, directors, managers, employees, or consultants or agentsnormal depreciation and amortization; (xim) instituted, adopted or amended (or committed to do so) any Employee Planincreased its reserves for contingent liabilities; (xiin) written off as uncollectible settled any material amount of accounts receivable not otherwise reserved forlitigation; (xiii) made any material Tax election or changed any existing material Tax election or settled or compromised any material Tax liability; (xiv) made, or agreed to make, any material change in any method of accounting or auditing practice; (xvo) amended its organizational documents or changed its articles of incorporation or by-laws; (xvi) issued or authorized for issuance any shares of its capital stock; (xvii) entered into any “related party transaction” as such term is defined under GAAPstructure; or (xviiip) authorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoing.

Conduct of Business in Ordinary Course. Since The Company shall carry on its business in the Balance Sheet usual, regular and ordinary course, in substantially the same manner as conducted by Company immediately prior to the date hereof and use commercially reasonable efforts to preserve intact its present business organizations, keep available the services of its present officers and employees and preserve its relationships with clients, customers, suppliers and others having material business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect at the Closing Date. Without limiting the foregoing, except as described consented to by the Buyer in writing or as specifically permitted by this Agreement: (a) Other than in the Disclosure Schedulesordinary course of business consistent with past practices or as may be necessary or advisable to satisfy an applicable Legal Requirement, since the Balance Sheet Date each member Company will not (i) amend an existing or enter into a new Employee Benefit Plan or amend or enter into a new collective bargaining agreement, (ii) make any representation or promise, oral or written, to any officer, employee or consultant of the Company Group has not: concerning any compensation, bonus arrangement or Employee Benefit Plan, (iiii) soldmake any increase in the salary, transferred wages or other compensation of any officer, employee or consultant of the Company whose annual salary is or, after giving effect to such change, would be $75,000 or more, (iv) hire or otherwise disposed retain the services of any Assets except for Assets which are obsolete employee or independent contractor with annual compensation (whether fixed or contingent, and which individually whether from salary, bonus, commission or otherwise) in excess of $75,000 in the aggregate do not exceed aggregate, (v) create or permit to exist any Lien on any of the assets of the Company, (vi) make any new commitments for capital expenditures in excess of $25,000 and 50,000, (vii) issue any notes, bonds or other debt securities or any equity securities, (viii) except for licenses entered into in the Ordinary Course; (ii) incurred any material liability or obligation (including the borrowing of funds under existing lines of credit or otherwise), or assumed, guaranteed or otherwise became liable with respect to the liabilities property to be leased at 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx, for which drafts of such lease will be provided for review and comment by the Buyer and the Buyer’s consent (which shall not be unreasonably withheld or delayed) will be obtained prior to execution and delivery thereof, enter into any new material Contracts, (ix) acquire or incur any obligation in connection with the acquisition of any Personmaterial asset, except (x) make any change in the Ordinary Course;lines of business in which the Company participates or is engaged, or (xi) make or change any election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Company, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax; and (iiib) declared, made, paid or committed to any form of distribution or reduction of the profits of any member of the The Company Group or of its respective capital, including any will (i) dividend use commercially reasonable efforts to cause the assets of the Company, taken as a whole, to be maintained in good repair, order and condition (including stock dividends) or other distribution on without making any present or future shares of capital stockmaterial alterations thereto), subject to normal wear and tear, (ii) purchase, redemption or retirement or acquisition of any of its shares of capital stock, or any option, warrant or other right to acquire any such shares, or apply or set apart any of its assets thereformaintain and keep in full force all existing insurance, (iii) bonuses cause its books and records to stockholdersbe maintained in the regular and ordinary manner on a basis consistent with past practices, (iv) payment on account of loans made to any stockholders of any member of the Company Group perform and comply in all material respects with its obligations under all Material Contracts, or (v) payment of any bonuses or management fees; (iv) createdcomply in all material respects with all Legal Requirements, allotted or issued any shares of capital stock, or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do so; (v) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded $50,000; (vi) made any payment use commercially reasonable efforts to any employeemaintain all existing relationships with the material employees, officeragents, manager or director other than salarysubscribers, commissioncustomers and vendors of, bonus or expense reimbursement other than in and others having material business dealings with, the Ordinary Course; Company, and (vii) made duly and timely file (taking into account any bonus applicable extensions to file) or profit sharing distribution or similar payment of any kind, or incurred the obligation for the same; (viii) granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of the Company; (ix) made any change cause to the rate or form of compensation or remuneration payable or be duly and timely filed all Tax Returns required to become payable to any of its shareholders, directors, officers, managers, employees, consultants, agents or contractors which is outside of Ordinary Course; (x) entered into any termination, notice, severance, or change of control agreement be filed with any of its shareholdersGovernmental Body and promptly pay or cause to be paid when due all Taxes, directorsassessments and governmental charges, managersincluding interest and penalties levied or assessed, employees, or consultants or agents; (xi) instituted, adopted or amended (or committed to do so) any Employee Plan; (xii) written off as uncollectible any material amount of accounts receivable not otherwise reserved for; (xiii) made any material Tax election or changed any existing material Tax election or settled or compromised any material Tax liability; (xiv) made, or agreed to make, any material change unless diligently contested in any method of accounting or auditing practice; (xv) amended or changed its articles of incorporation or by-laws; (xvi) issued or authorized for issuance any shares of its capital stock; (xvii) entered into any “related party transaction” as such term is defined under GAAP; or (xviii) authorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoinggood faith by appropriate proceedings.

Conduct of Business in Ordinary Course. Since the Balance Sheet Date, except Except as described set forth in the Disclosure SchedulesSCHEDULE 3.18, since September 30, 2003 and through the Balance Sheet Date each member date hereof, there has not been any Material Adverse Effect involving Qualia or its Subsidiaries. Without limiting the generality, since that date, neither Qualia nor any of the Company Group has notits Subsidiaries have: (ia) sold, transferred or otherwise disposed of any Assets except for Assets which are obsolete and which individually or in the aggregate do not exceed $25,000 and except for licenses entered into in the Ordinary Course; (ii) incurred any material liability or obligation (including the borrowing of funds under existing lines of credit or otherwise), or assumed, guaranteed or otherwise became liable other than granting employee bonuses with respect to the liabilities exercise of any Personpreviously existing outstanding options and the Additional Options (as defined below) and the acceleration of such previously existing outstanding options, except in the Ordinary Course; (iii) declared, made, paid or committed to any form of distribution or reduction of the profits of any member of the Company Group or of its respective capital, including any (i) dividend (including stock dividends) or other distribution on any present or future shares of capital stock, (ii) purchase, redemption or retirement or acquisition of any of its shares of capital stock, or any option, warrant or other right to acquire any such shares, or apply or set apart any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management fees; (iv) created, allotted or issued any shares of capital stock, or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do so; (v) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded $50,000; (vi) made any payment to any employee, officer, manager or director other than salary, commission, bonus or expense reimbursement other than in the Ordinary Course; (vii) made any bonus or profit sharing distribution or similar payment of any kind, or incurred the obligation for the same; (viii) granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of the Company; (ix) made any change to the rate or form of compensation or remuneration payable or to become payable to any of its shareholders, directors, officers, managers, employees, consultants, agents or contractors which is employees outside the Ordinary Course of Ordinary CourseBusiness; (xb) made any sale, assignment, lease, or other transfer of assets other than in the Ordinary Course of Business with suitable replacements being obtained therefor; (c) canceled any debts owed to or claims held by Qualia or any of its Subsidiaries outside the Ordinary Course of Business; (d) made any changes in Qualia's or any of its Subsidiaries' accounting practices; (e) suffered any write-down of the value of any assets or any write-off as uncollectible of any of its accounts receivable; (f) transferred or granted any right under, or entered into any terminationsettlement regarding the breach or infringement of, noticeany license, severancepatent, copyright, trademark, trade name, franchise, or change of control agreement with similar right, or modified any existing right; (g) imposed any security interest upon any of its shareholdersassets, directors, managers, employees, tangible or consultants or agentsintangible; (xih) instituted, adopted or amended (or committed to do so) made any Employee Plancapital expenditures outside the Ordinary Course of Business; (xiii) written off as uncollectible made any material amount capital investment in or any loan to any other Person outside the Ordinary Course of accounts receivable not otherwise reserved forBusiness; (xiiij) created, incurred, assumed, or guaranteed more than Twenty Thousand Dollars ($20,000.00) in aggregate indebtedness for borrowed money in capitalized lease obligations; (k) made any material Tax election or changed authorized any existing material Tax election change to its Certificate of Incorporation or settled or compromised any material Tax liabilityBylaws; (xivl) madeissued, sold, or agreed otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to makepurchase or obtain (including upon conversion, exchange, or exercise) any material change in any method of accounting or auditing practiceits capital stock, other than (i) the grant of options to employees to purchase up to an additional 100,000 shares evenly divided between Class A Common Stock and Class B Common Stock (the "Additional Options") and (ii) the issuance of Qualia Common Stock upon exercise of previously existing outstanding options to Purchase Qualia Common Stock and the Additional Options; (xvm) amended declared, set aside, or changed paid any dividend or made any distribution with respect to its articles of incorporation capital stock (whether in cash or by-laws; (xviin kind) issued or authorized for issuance redeemed, purchased, or otherwise acquired any shares of its capital stock; (xviin) experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (o) made any loan to, or entered into any “related party transaction” as such term is defined under GAAP; orother transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xviiip) authorized, agreed granted any increase in the base compensation of or otherwise committed, whether made any other change of employment terms for any of its directors outside the Ordinary Course of Business; (q) granted any increase in the base compensation of or made any other change of employment terms for any of its officers outside the Ordinary Course of Business; (r) granted any increase in the base compensation of or made any other change of employment terms for any of its employees outside the Ordinary Course of Business; (s) made or changed any Tax election or taken any other action with respect to Taxes not in writing, the Ordinary Course of Business and consistent with past practices; or (t) committed to do any of the foregoing.

Conduct of Business in Ordinary Course. Since Except for actions taken in connection with the Balance Sheet Date, process of selling the Company (including preparing for and implementing the transactions contemplated by this Agreement) and except as described in the Disclosure Schedulesset forth on Schedule 4.18, since the Balance Sheet Date each member of Date: (a) the Company Group and the Subsidiaries have conducted their respective businesses and operations in the Ordinary Course of Business; (b) neither the Company nor any Subsidiary has not:made any change to its accounting (including Tax accounting) methods, principles or practices, except as may be required by GAAP; (c) neither the Company nor any Subsidiary has amended its certificate of incorporation or bylaws; (d) there has not been any Material Adverse Effect; (e) the Company has not (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any shares of Company Capital Stock or (ii) acquired, redeemed or otherwise reacquired any shares of Company Capital Stock; (f) neither the Company nor any Subsidiary has loaned money to any Person (other than advances to employees in the Ordinary Course of Business); (g) the Company has not made any material Tax election; (h) neither the Company nor any Subsidiary has commenced, or settled, any Action; (i) soldneither the Company nor any Subsidiary has, transferred or otherwise disposed of any Assets except for Assets which are obsolete and which individually or in the aggregate do not exceed $25,000 and except for licenses entered into increases in the Ordinary Course; (ii) incurred Course of Business or except as required by applicable Law or an existing Employee Plan, increased the wages, salaries, compensation, pension or other fringe benefits or perquisites payable to any material liability officer, director, executive or obligation (including the borrowing of funds under existing lines of credit employee, other than persons newly hired for or otherwise)promoted to such position, or assumed, guaranteed or otherwise became liable with respect to the liabilities of any Person, except in the Ordinary Course; (iii) declared, made, paid granted or committed to grant any form of distribution retention incentive, severance or reduction of the profits of termination pay, entered into any member of the Company Group Contract to make or of its respective capitalgrant any retention incentive, including any (i) dividend (including stock dividends) severance or other distribution on any present or future shares of capital stock, (ii) purchase, redemption or retirement or acquisition of any of its shares of capital stocktermination pay, or any optionpaid, warrant or other right committed to acquire any such shares, or apply or set apart any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management fees; (iv) created, allotted or issued any shares of capital stockpay, or entered into any agreementcontract to pay, or grant any optionbonus, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do so; (v) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded $50,000; (vi) made any payment each case to any such officer, director, executive or employee, officer, manager or director other than salary, commission, bonus or expense reimbursement other than in the Ordinary Course;Course of Business or pursuant to preexisting agreements, arrangements or Employee Plans; and (viij) made neither the Company nor, if applicable, any bonus or profit sharing distribution or similar payment of any kindSubsidiary, or incurred the obligation for the same; (viii) granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of the Company; (ix) made any change to the rate or form of compensation or remuneration payable or to become payable to any of its shareholders, directors, officers, managers, employees, consultants, agents or contractors which is outside of Ordinary Course; (x) entered into any termination, notice, severance, or change of control agreement with any of its shareholders, directors, managers, employees, or consultants or agents; (xi) instituted, adopted or amended (has agreed or committed to do so) any Employee Plan; (xii) written off as uncollectible any material amount of accounts receivable not otherwise reserved for; (xiii) made any material Tax election or changed any existing material Tax election or settled or compromised any material Tax liability; (xiv) made, or agreed to make, any material change in any method of accounting or auditing practice; (xv) amended or changed its articles of incorporation or by-laws; (xvi) issued or authorized for issuance any shares of its capital stock; (xvii) entered into any “related party transaction” as such term is defined under GAAP; or (xviii) authorized, agreed or otherwise committed, whether or not in writing, to do take any of the foregoing.actions referred to in clauses (a) through (i) above