Common use of CONTINUITY PRIOR TO CLOSING DATE Clause in Contracts

CONTINUITY PRIOR TO CLOSING DATE. Since January 1, 2013 and up to the Closing Date, HRSI, and when the Asset Transfer takes place, the Company has and will conduct the Business in the usual and customary manner and in the ordinary course of business, consistent with its historical practice and, except as set forth on Schedule 3.9, there has not been: (i) any sale, lease, distribution, transfer, mortgage, pledge or subjection to Lien of the Transferred Assets, except sales or other dispositions of (i) inventory and obsolete or surplus equipment in the ordinary and usual course of business or sales or (ii) assets involving consideration in excess of $10,000, individually, or $25,000, in the aggregate; (ii) any material transaction by HRSI or the Company not in the ordinary and usual course of business that involves consideration in excess of $25,000; (iii) any material damage, destruction or loss to the Transferred Assets whether or not covered by insurance that exceeds $25,000 in the aggregate; (iv) a termination, or to the Stockholder’s, HRSI’s or the Company’s Knowledge, a threatened termination, or material modification, in each case not in the ordinary course of business, of any material contract, or relationship of HRSI, or when the Asset Transfer takes place, the Company, with any customer or supplier; (v) any change in accounting methods or principles or the application thereof or any change in policies or practices with respect to items affecting working capital except to the extent that such changes were mandated by applicable accounting standards; (vi) any delay or reduction in capital expenditures in contemplation of this Agreement or otherwise, or any failure to continue to make capital expenditures in the ordinary course of business consistent with past practice; (vii) any acceleration of shipments, sales or orders or other similar action in contemplation of this Agreement or otherwise not in the ordinary course of business consistent with past practice; (viii) the execution of any consulting arrangement or similar document or agreement; (ix) any waiver of any rights that, singly or in the aggregate, are material to HRSI, or when the Asset Transfer takes place, the Company or the financial condition or results of operation of HRSI, or when the Asset Transfer takes place, the Company; (x) any labor strikes, union organizational activities or other similar occurrence; or any contract or commitment to do or cause to be done any of the foregoing. Additionally, since January 1, 2013, HRSI, or when the Asset Transfer takes place, the Company has not made any payments to any Independent Contractors (including rent or lease payments) other than payments as compensation in the ordinary course of business.

CONTINUITY PRIOR TO CLOSING DATE. Since January 1Except as set forth on Exhibit D, 2013 attached hereto and up made a part hereof, from the Letter of Intent Date to and including the Closing Date, HRSI, and when the Asset Transfer takes place, the Company has and will conduct the Business not conducted its business otherwise than in the usual and customary manner and in the ordinary course of business, consistent with its historical practice andpractice, except as set forth on Schedule 3.9, and there has not been: (ia) any sale, lease, distribution, transfer, mortgage, pledge or subjection to Lien lien of the Transferred AssetsCompany's assets, except sales or other dispositions of (i) inventory and obsolete or surplus equipment in the ordinary and usual course of business and the creation of liens for taxes not yet due and payable, materialmen's, mechanics', workmen's, repairmen's or sales or (ii) assets involving consideration in excess of $10,000, individually, or $25,000, in the aggregateother like liens; (iib) any material transaction by HRSI or the Company not in the ordinary and usual course of business that involves consideration in excess of $25,000business; (iiic) any material damage, destruction or loss to the Transferred Assets assets of the Company or any other assets used in the Business, whether or not covered by insurance that exceeds $25,000 in the aggregateinsurance; (ivd) a termination, or to the Stockholder’s, HRSI’s or the Company’s Knowledge, a threatened termination, or material modification, in each case not in the ordinary course of business, of any material contract, contract or the relationship of HRSI, or when the Asset Transfer takes place, the Company, Company with any customer or supplier; (ve) any change by the Company in accounting methods or principles or the application thereof or any change in the Company's policies or practices with respect to items affecting working capital except to the extent that such changes were mandated by applicable accounting standardscapital; (vif) any delay or reduction in capital expenditures in contemplation of this Agreement or otherwise, or any failure to continue to make capital expenditures in the ordinary course of business consistent with past practice; (viig) any acceleration of shipments, sales or orders or other similar action in contemplation of this Agreement or otherwise not in the ordinary course of business consistent with past practice; (viiih) any bonus payments, salary increases, commission increases or modifications, the execution of any employment agreement, severance arrangement, consulting arrangement or similar document or agreement, or other changes in employee benefits or other compensation; (ixi) any waiver by the Company of any rights that, singly or in the aggregate, are material to HRSIthe Business, or when the Asset Transfer takes placeCompany member interest, the assets of the Company or the financial condition or results of operation of HRSI, or when the Asset Transfer takes place, the Company; (xj) any labor strikes, union organizational activities or other similar occurrence; or or (k) any contract or commitment by the Company to do or cause to be done any of the foregoing. Additionally, since January 1, 2013, HRSI, or when except in connection with this Agreement and the Asset Transfer takes place, the Company has not made any payments to any Independent Contractors (including rent or lease payments) other than payments as compensation in the ordinary course of businesstransactions contemplated hereby.

CONTINUITY PRIOR TO CLOSING DATE. Since January 1Except as set forth on Exhibit F attached hereto and made a part hereof, 2013 from the Letter of Intent Date to and up to including the Closing Date, HRSI, and when the Asset Transfer takes place, the Company has and will conduct the Business not conducted its business otherwise than in the usual and customary manner and in the ordinary course of business, consistent with its historical practice andpractice, except as set forth on Schedule 3.9, and there has not beenbeen any: (ia) any sale, lease, distribution, transfer, mortgage, pledge or subjection to Lien lien of the Transferred AssetsCompany's assets, except sales or other dispositions of (i) inventory and obsolete or surplus equipment in the ordinary and usual course of business and the creation of liens for taxes not yet due and payable, materialmen's, mechanics', workmen's, repairmen's or sales or (ii) assets involving consideration in excess of $10,000, individually, or $25,000, in the aggregateother like liens; (iib) any material transaction by HRSI or the Company not in the ordinary and usual course of business that involves consideration in excess of $25,000business; (iiic) any material damage, destruction or loss to the Transferred Assets assets of the Company or any other assets used in the Business, whether or not covered by insurance that exceeds $25,000 in the aggregateinsurance; (ivd) a termination, or to the Stockholder’s, HRSI’s or the Company’s Knowledge, a threatened termination, or material modification, in each case not in the ordinary course of business, of any material contract, contract or the relationship of HRSI, or when the Asset Transfer takes place, the Company, Company with any customer or supplier; (ve) any change by the Company in accounting methods or principles or the application thereof or any change in the Company's policies or practices with respect to items affecting working capital except to the extent that such changes were mandated by applicable accounting standardscapital; (vif) any delay or reduction in capital expenditures in contemplation of this Agreement or otherwise, or any failure to continue to make capital expenditures in the ordinary course of business consistent with past practice; (viig) any acceleration of shipments, sales or orders or other similar action in contemplation of this Agreement or otherwise not in the ordinary course of business consistent with past practice; (viiih) any bonus payments, salary increases, commission increases or modifications, the execution of any employment agreement, severance arrangement, consulting arrangement or similar document or agreement, or other changes in employee benefits or other compensation; (ixi) any waiver by the Company of any rights that, singly or in the aggregate, are material to HRSIthe Business, or when the Asset Transfer takes placeCompany Common Stock, the assets of the Company or the financial condition or results of operation of HRSI, or when the Asset Transfer takes place, the Company; (xj) any labor strikes, union organizational activities or other similar occurrence; or or (k) any contract or commitment by the Company to do or cause to be done any of the foregoing. Additionally, since January 1, 2013, HRSI, or when except in connection with this Agreement and the Asset Transfer takes place, the Company has not made any payments to any Independent Contractors (including rent or lease payments) other than payments as compensation in the ordinary course of businesstransactions contemplated hereby.

CONTINUITY PRIOR TO CLOSING DATE. Since January 1, 2013 and up to the Closing Date2003, HRSIexcept as disclosed on Schedule 9, and when the Asset Transfer takes place, the Company AACC has and will conduct the Business not conducted its businesses otherwise than in the usual and customary manner and in the ordinary course of business, consistent with its historical practice and, except as set forth on Schedule 3.9, there has not been: (ia) any sale, lease, distribution, transfer, mortgage, pledge or subjection to Lien of the Transferred Assetsassets, except sales or other dispositions of (i) inventory and obsolete or surplus equipment in the ordinary and usual course of business or sales or (ii) assets involving consideration in excess of $10,000, individually, or $25,000, in sales; except for the aggregateIntellectual Property Agreement; (iib) any material transaction by HRSI or the Company AACC not in the ordinary and usual course of business that involves consideration in excess of $25,000business; (iiic) any material damage, destruction or loss to the Transferred Assets assets of AACC whether or not covered by insurance that exceeds $25,000 in the aggregateinsurance; (ivd) a termination, or to the Stockholder’s, HRSI’s or the Company’s Knowledge, a threatened termination, or material modification, in each case not in the ordinary course of business, of any material contract, contract or the relationship of HRSI, or when the Asset Transfer takes place, the Company, AACC with any customer or supplier; (ve) any change in accounting methods or principles or the application thereof or any change in policies or practices with respect to items affecting working capital except to the extent that such changes were mandated by applicable accounting standards; (vif) any delay or reduction in capital expenditures in contemplation of this Agreement or otherwise, or any failure to continue to make capital expenditures in the ordinary course of business consistent with past practice; (viig) any acceleration of shipments, sales or orders or other similar action in contemplation of this Agreement or otherwise not in the ordinary course of business consistent with past practice; (viiih) any bonus payments, salary increases, commission increases or modifications, the execution of any employment agreement, severance arrangement, consulting arrangement or similar document or agreement, or other changes in employee benefits or other compensation; (ixi) any waiver of any rights that, singly or in the aggregate, are material to HRSI, or when the Asset Transfer takes place, the Company AACC or the financial condition or results of operation of HRSI, or when the Asset Transfer takes place, the CompanyAACC; (xj) any labor strikes, union organizational activities or other similar occurrence; or or (k) any contract or commitment to do or cause to be done any of the foregoing. Additionally, since January 1, 2013, HRSI, or when the Asset Transfer takes place, the Company has not made any payments to any Independent Contractors (including rent or lease payments) other than payments as compensation in the ordinary course of business.