Common use of Events Subsequent to Latest Balance Sheet Clause in Contracts

Events Subsequent to Latest Balance Sheet. Since the date of the Latest Balance Sheet, there has not been any change in the Business, financial condition, operations, results of operations, or future prospects of any of the Acquired Company which would have a Material Adverse Effect of the Acquired Company. Without limiting the generality of the foregoing, since that date: (a) the Acquired Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (b) the Acquired Companies has not entered into any Contract, lease, or license (or series of related Contracts, leases, and licenses) involving more than $20,000.00 or outside the Ordinary Course of Business; (c) no party (including the Acquired Company) has accelerated, terminated, modified, or canceled any agreement, Contract, lease or license (or series of related Contracts, leases and licenses) to which the Acquired Company is a party or by which it is bound outside the Ordinary Course of Business; (d) the Acquired Company has not imposed any Lien upon any of its assets, tangible or intangible; (e) the Acquired Company has not made any capital expenditure (or series of related capital expenditures) in an amount in excess of $20,000.00 either individually or in the aggregate; (f) the Acquired Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions); (g) the Acquired Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than $5,000.00 either individually or in the aggregate; (h) the Acquired Company has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (i) the Acquired Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $2,000.00 or outside the Ordinary Course of Business; (j) the Acquired Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (k) there has been no change made or authorized in the articles of incorporation or bylaws of the Acquired Company; (l) the Acquired Company has not issued, sold, or otherwise disposed 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; (m) the Acquired Company has not 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 capital stock; (n) the Acquired Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (o) the Acquired Company has not made any loan to, or entered into any other transaction with, any of its Directors, officers, employees or Affiliates; (p) the Acquired Company has not entered into any employment Contract or collective bargaining agreement, written or oral, or modified the terms of any existing such Contract or agreement. (q) the Acquired Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (r) there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business any of the Acquired Company; and (s) the Acquired Company has not committed to any of the foregoing.

Events Subsequent to Latest Balance Sheet. Since the date of the Latest Balance Sheet, there has not been any change in the Business, financial condition, operations, results of operations, or future prospects of the Company or in any item set forth on any of the Acquired Company Schedules attached hereto, which would have a Material Adverse Effect of on the Acquired Company. Without limiting the generality of the foregoing, since that date: (a) the Acquired Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of BusinessBusiness to which the Company is or will be bound on or after the Closing; (b) the Acquired Companies Company has not entered into any Contract, lease, or license (or series of related Contracts, leases, and licenses) involving more than Two Hundred Dollars ($20,000.00 200.00) or outside the Ordinary Course of BusinessBusiness to which the Company is or will be bound on or after the Closing; (c) no party (including the Acquired Company) has accelerated, terminated, modified, or canceled any agreement, Contract, lease or license (or series of related Contracts, leases and licenses) to which the Acquired Company is a party or by which it is or will be bound outside on or after the Ordinary Course of BusinessClosing; (d) the Acquired Company has not imposed and is not aware of any Lien upon any of its assets, tangible or intangibleintangible to which the Company is or will be bound on or after the Closing; (e) the Acquired Company has not made any capital expenditure (or series of related capital expenditures) in an amount in excess of $20,000.00 either individually or in the aggregate; (f) the Acquired Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions)) to which the Company is or will be bound on or after the Closing; (gf) the Acquired Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than One Hundred Dollars ($5,000.00 100.00) either individually or in the aggregateaggregate to which the Company is or will be bound on or after the Closing; (g) Not used; (h) the Acquired Company has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of BusinessBusiness to which the Company is or will be bound on or after the Closing; (i) the Acquired Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than One Hundred Dollars ($2,000.00 100.00) or outside the Ordinary Course of BusinessBusiness to which the Company is or will be bound on or after the Closing; (j) the Acquired Company has not granted any license or sublicense of any rights under or with respect to any Intellectual PropertyProperty to which the Company is or will be bound on or after the Closing; (k) there has been no change made or authorized in the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Acquired CompanyCompany and there are no commitments or arrangements which would reasonably cause or result in such change; (l) the Acquired Company has not issued, sold, or otherwise disposed 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 stockstock to which the Company is or will be bound on or after the Closing; (m) the Acquired Company has not 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 capital stock; (n) the Acquired Company has does not experienced have any damage, destruction, or loss (whether or not covered by insurance) to its property; (o) the Acquired Company has not made outstanding any loan tofrom, or entered into any other transaction with, any of its Directors, officers, employees or Affiliates; (po) the Acquired Company has is not entered into a party to any employment Contract or collective bargaining agreement, written or oral, or modified the terms of any existing such Contract or agreement.; (p) at Closing, the Company will not have any obligation to any Person for any employment compensation, consulting fees, or any taxes arising out of or related thereto; (q) the Acquired Company has not made or pledged to make any charitable no outstanding bonus, profit sharing, incentive, severance, or other capital contribution outside plan, Contract, or commitment for the Ordinary Course benefit of Business;any of its Directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); and (r) there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business any of the Acquired Company; and (s) the Acquired Company has not committed to any of the foregoing.

Events Subsequent to Latest Balance Sheet. Since Except as set ----------------------------------------- forth on Schedule 4.8 hereto, since the date of the Latest Balance Sheet, there ------------ has not been any adverse change in the Businessbusiness, financial condition, operations, operations or results of operations, or future prospects operations of any of the Acquired Company which would have Companies (taken as whole), that, individually or together with other similar events, could reasonably be expected to constitute or cause a Material Adverse Effect of on the Acquired CompanyCompanies, taken as a whole. Without limiting the generality of the foregoing, since that date: (a) none of the Acquired Company Companies has not sold, leased, transferred, or assigned any of its material assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (b) except purchase orders and sales contracts entered into in the Acquired Ordinary Course of Business, none of the Companies has not entered into any Contract, lease, or license Contract (or series of related Contracts, leases, and licenses) involving more than $20,000.00 or outside the Ordinary Course of Business150,000; (c) no party (including any of the Acquired CompanyCompanies) has accelerated, terminated, modified, or canceled any agreement, Contract, lease or license material Contract (or series of related Contracts, leases and licenses) to which any of the Acquired Company Companies is a party or by which it any of the Companies is bound outside bound; (d) except in the Ordinary Course of Business; (d) , none of the Acquired Company Companies has not imposed any Lien upon any of its assets, tangible or intangible; (e) except in accordance with the Acquired Company capital expenditure budget provided to the Buyer and as set forth on Schedule 4.8, none of the Companies has not ------------ made any capital expenditure (or series of related capital expenditures) in an amount in excess of $20,000.00 150,000 either individually or in the aggregate; (f) except in accordance with the Acquired Company capital expenditure budget provided to the Buyer and as set forth on Schedule 4.8, none of the Companies has not ------------ made any capital investment in, any loan to, or any acquisition of the securities or assets assets, except in the Ordinary Course of Business (such as, without limitation, the purchase of inventory and supplies), of, any other Person (or series of related capital investments, loans, and acquisitions); (g) none of the Acquired Company Companies has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than $5,000.00 150,000 either individually or in the aggregate; (h) none of the Acquired Company Companies has not delayed or postponed the payment of any material accounts payable and or other Liabilities outside the Ordinary Course of Business; (i) none of the Acquired Company Companies has not cancelledcanceled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $2,000.00 150,000 or outside the Ordinary Course of Business; (j) none of the Acquired Company Companies has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (k) there has been no change made or authorized in the articles of incorporation or bylaws of any of the Acquired CompanyCompanies; (l) none of the Acquired Company Companies has not issued, sold, or otherwise disposed 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; (m) none of the Acquired Company Companies has not 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;, or otherwise made any payments or dispositions of the Companies' cash outside of the Ordinary Course of Business; provided, that Seller shall be entitled to withdraw substantially all monies from the Companies' cash accounts immediately prior to the Closing Date. (n) none of the Acquired Company Companies has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its propertyproperty that is material to the Companies (taken as a whole); (o) except as identified on Schedule 4.8, none of the Acquired Company Companies has not ------------ made any loan to, or entered into any other transaction with, any of its Directorsdirectors, officers, employees or Affiliates; (p) other than in the Acquired Company Ordinary Course of Business, none of the Companies has not entered into any employment Contract or collective bargaining agreement, written or oral, agreement or modified the terms of any existing such Contract or agreement.; (q) other than in the Acquired Company Ordinary Course of Business, none of the Companies has not granted any increase in the base compensation of any of its directors or officers, or made any other change in employment terms for any of its directors, officers, and employees or, except for wage and salary increases made in the Ordinary Course of Business, increased the compensation of any other employee of any of the Companies; (r) none of the Companies has adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, Contract, or commitment for the benefit of any of its directors or officers (or taken any such action with respect to any other Employee Benefit Plan); (s) none of the Companies has made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (r) there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business any of the Acquired Company; and (st) none of the Acquired Company Companies has not committed to any of the foregoing.

Events Subsequent to Latest Balance Sheet. Since the date of the Latest Balance Sheet, there has not been any change in the Business, financial condition, operations, results of operations, or future prospects of any of the Acquired Company which would have a Material Adverse Effect of the Acquired Company. Without limiting the generality of the foregoing, since that date: : (a) the Acquired Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; ; (b) the Acquired Companies has not entered into any Contract, lease, or license (or series of related Contracts, leases, and licenses) involving more than $20,000.00 2,000.00 or outside the Ordinary Course of Business; ; (c) no party (including the Acquired Company) has accelerated, terminated, modified, or canceled any agreement, Contract, lease or license (or series of related Contracts, leases and licenses) to which the Acquired Company is a party or by which it is bound outside the Ordinary Course of Business; ; (d) the Acquired Company has not imposed any Lien upon any of its assets, tangible or intangible; , outside the Ordinary Course of Business; (e) the Acquired Company has not made any capital expenditure (or series of related capital expenditures) in an amount in excess of $20,000.00 5,000.00 either individually or in the aggregate; aggregate outside the Ordinary Course of Business; (f) the Acquired Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions); ; (g) the Acquired Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than $5,000.00 either individually or in the aggregate; ; (h) the Acquired Company has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; ; (i) the Acquired Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $2,000.00 or outside the Ordinary Course of Business; ; (j) the Acquired Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; ; (k) there has been no change made or authorized in the articles of incorporation or bylaws of the Acquired Company; ; (l) the Acquired Company has not issued, sold, or otherwise disposed 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; ; (m) the Acquired Company has not 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 capital stock; ; (n) the Acquired Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; ; (o) the Acquired Company has not made any loan to, or entered into any other transaction with, any of its Directors, officers, employees or Affiliates; ; (p) the Acquired Company has not entered into any employment Contract or collective bargaining agreement, written or oral, or modified the terms of any existing such Contract or agreement. agreement outside the Ordinary Course of Business. (q) the Acquired Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; ; (r) there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business any of the Acquired Company; and and (s) the Acquired Company has not committed to any of the foregoing.

Events Subsequent to Latest Balance Sheet. Since the date of the Latest Balance Sheet, there has not been any change in the Business, financial condition, operations, results of operations, or future prospects of the Company or in any item set forth on any of the Acquired Company Schedules attached hereto, which would have a Material Adverse Effect of on the Acquired Company. Without limiting the generality of the foregoing, since that datedate and except as set forth in Schedule 3.10: (a) the Acquired Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of BusinessBusiness to which the Company is or will be bound on or after the Closing; (b) the Acquired Companies Company has not entered into any Contract, lease, or license (or series of related Contracts, leases, and licenses) involving more than One Hundred Dollars ($20,000.00 100.00) or outside the Ordinary Course of BusinessBusiness to which the Company is or will be bound on or after the Closing; (c) no party (including the Acquired Company) has accelerated, terminated, modified, or canceled any agreement, Contract, lease or license (or series of related Contracts, leases and licenses) to which the Acquired Company is a party or by which it is or will be bound outside on or after the Ordinary Course of BusinessClosing; (d) the Acquired Company has not imposed any Lien Lien, upon any of its assets, tangible or intangibleintangible to which the Company is or will be bound on or after the Closing; (e) the Acquired Company has not made any capital expenditure (or series of related capital expenditures) in an amount in excess of $20,000.00 either individually or in the aggregate; (f) the Acquired Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions)) to which the Company is or will be bound on or after the Closing; (gf) the Acquired Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than One Hundred Dollars ($5,000.00 100.00) either individually or in the aggregateaggregate to which the Company is or will be bound on or after the Closing which does not include the Note; (hg) the Acquired Company has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of BusinessBusiness to which the Company is or will be bound on or after the Closing; (ih) the Acquired Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than One Hundred Dollars ($2,000.00 100.00) or outside the Ordinary Course of BusinessBusiness to which the Company is or will be bound on or after the Closing; (ji) the Acquired Company has not granted any license or sublicense of any rights under or with respect to any Intellectual PropertyProperty to which the Company is or will be bound on or after the Closing; (kj) there has been no change made or authorized in the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Acquired CompanyCompany and there are no commitments or arrangements which would reasonably cause or result in such change; (lk) the Acquired Company has not issued, sold, or otherwise disposed 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 stockstock to which the Company is or will be bound on or after the Closing; (ml) the Acquired Company has not 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 capital stock; (m) Intentionally omitted (n) the Acquired Company has does not experienced have any damage, destruction, or loss (whether or not covered by insurance) to its property; (o) the Acquired Company has not made outstanding any loan tofrom, or entered into any other transaction with, any of its Directors, officers, employees or AffiliatesAffiliates other than any amounts owed Xxxxxxx Xxxx which will be released with the transfer of preclosing operations, assets and liabilities; (po) the Acquired Company has is not entered into a party to any employment Contract or collective bargaining agreement, written or oral, or modified the terms of any existing such Contract or agreement. (q) the Acquired Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (rp) there has at Closing, the Company will not been have any other occurrenceobligation to any Person for any employment compensation, event, incident, action, failure to actconsulting fees, or transaction outside the Ordinary Course any taxes arising out of Business any of the Acquired Company; and (s) the Acquired Company has not committed to any of the foregoing.or related thereto;

Events Subsequent to Latest Balance Sheet. Since the date of the Latest Balance SheetSheet dated March 31, 2013, there has not been any change in the Business, financial condition, operations, results of operations, or future prospects of the Companies or in any item set forth on any of the Acquired Company Schedules attached hereto, which would have a Material Adverse Effect of on the Acquired Company. Without limiting the generality of the foregoing, since that dateCompanies: (a) the Acquired Company has Companies have not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of BusinessBusiness to which the Companies are or will be bound on or after the Closing; (b) the Acquired Companies has have not entered into any Contract, lease, or license (or series of related Contracts, leases, and licenses) involving more than Two Hundred Dollars ($20,000.00 200.00) or outside the Ordinary Course of BusinessBusiness to which the Companies are or will be bound on or after the Closing; (c) no party (including the Acquired CompanyCompanies) has accelerated, terminated, modified, or canceled any agreement, Contract, lease or license (or series of related Contracts, leases and licenses) to which the Acquired Company is Companies are a party or by which it is or will be bound outside on or after the Ordinary Course of BusinessClosing; (d) the Acquired Company has Companies have not imposed and is not aware of any Lien upon any of its assets, tangible or intangibleintangible to which the Companies is or will be bound on or after the Closing; (e) the Acquired Company has not made any capital expenditure (or series of related capital expenditures) in an amount in excess of $20,000.00 either individually or in the aggregate; (f) the Acquired Company has Companies have not made any capital investment in, any loan to, or any acquisition of the securities or assets of, of any other Person (or series of related capital investments, loans, and acquisitions)) to which the Companies is or will be bound on or after the Closing; (gf) the Acquired Company has Companies have not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than One Hundred Dollars ($5,000.00 100.00) either individually or in the aggregateaggregate to which the Companies is or will be bound on or after the Closing; (g) Not used; (h) the Acquired Company has Companies have not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of BusinessBusiness to which the Companies is or will be bound on or after the Closing; (i) the Acquired Company has Companies have not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than One Hundred Dollars ($2,000.00 100.00) or outside the Ordinary Course of BusinessBusiness to which the Companies is or will be bound on or after the Closing; (j) the Acquired Company has Companies have not granted any license or sublicense of any rights under or with respect to any Intellectual PropertyProperty to which the Companies is or will be bound on or after the Closing; (k) there has have been no change changes made or authorized in the articles of incorporation Operating Agreements or bylaws Bylaws of the Acquired CompanyCompanies and there are no commitments or arrangements which would reasonably cause or result in such change; (l) the Acquired Company has Companies have not issued, sold, or otherwise disposed any of its membership units or capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stockstock to which the Companies is or will be bound on or after the Closing; (m) the Acquired Company has Companies have not declared, set aside, or paid any dividend or made any distribution with respect to its membership units or capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any capital stock; (n) the Acquired Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (o) the Acquired Company has not made any loan to, or entered into any other transaction with, any of its Directors, officers, employees or Affiliates; (p) the Acquired Company has not entered into any employment Contract or collective bargaining agreement, written or oral, or modified the terms of any existing such Contract or agreement. (q) the Acquired Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (r) there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business any of the Acquired Company; and (s) the Acquired Company has not committed to any of the foregoing.

Events Subsequent to Latest Balance Sheet. Since the date of the Latest Balance Sheet, other than the actions taken in connection with this Agreement and the Chapter 11 Cases, there has not been any change in the Businessbusiness, financial condition, operations, operations or results of operations, or future prospects of any operations of the Acquired Company Business, which would have a Material Adverse Effect on the Business, provided, however, that for purposes of determining whether there has been any such Material Adverse Effect, any adverse change resulting from the taking of any action contemplated by this Agreement or set forth on Schedule 3.7 of the Acquired CompanyDisclosure Schedule shall be disregarded. Without limiting the generality of the foregoing, since that date: (a) the Acquired Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (b) except as set forth on Schedule 3.7(b), the Acquired Companies Company has not entered into any Contract, lease, or license (or series of related Contracts, leases, and licenses) involving more than $20,000.00 or 50,000 and outside the Ordinary Course of Business; (c) except as set forth on Schedule 3.7(c), no party (including the Acquired Company) has accelerated, terminated, modified, or canceled any agreement, Contract, lease or license (or series of related Contracts, leases and licenses) to which the Acquired Company is a party or by which it is bound outside the Ordinary Course of Business; (d) the Acquired Company has not imposed any Lien upon any of its assets, tangible or intangible; (e) the Acquired Company has not made any capital expenditure (or series of related capital expenditures) in an amount in excess of $20,000.00 either individually or in the aggregate; (f) the Acquired Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions); (g) the Acquired Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than $5,000.00 either individually or in the aggregate; (h) the Acquired Company has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ie) the Acquired Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $2,000.00 50,000 or outside the Ordinary Course of Business; (jf) the Acquired Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (kg) there has been no change made or authorized in the articles of incorporation or bylaws by-laws of the Acquired Company; (lh) except for hourly employees and except as set forth on Schedule 3.7(h), the Acquired Company has not issued, sold, or otherwise disposed granted any increase in the base compensation of any of its capital stockdirectors, officers, and employees or made any other change in employment terms for any of its directors, officers, and employees, in each case, with respect to those directors, officers and employees, whose annual compensation, including any bonuses, equals or exceeds $50,000; (i) except as set forth on Schedule 3.7(i), the Company has not adopted, amended, modified, or granted terminated any optionsbonus, warrantsprofit-sharing, incentive, severance, or other rights to purchase or obtain (including upon conversionplan, exchangeContract, or exercise) commitment for the benefit of any of its capital stockdirectors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (m) the Acquired Company has not 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 capital stock; (n) the Acquired Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (o) the Acquired Company has not made any loan to, or entered into any other transaction with, any of its Directors, officers, employees or Affiliates; (p) the Acquired Company has not entered into any employment Contract or collective bargaining agreement, written or oral, or modified the terms of any existing such Contract or agreement. (q) the Acquired Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (rj) there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business any of involving the Acquired Company; and (sk) the Acquired Company has not committed to any of the foregoing.

Events Subsequent to Latest Balance Sheet. Since the date of the Latest Balance Sheet, there has not been any change in the Business, financial condition, operations, results of operations, or future prospects of the Company or in any item set forth on any of the Acquired Company Schedules attached hereto, which would have a Material Adverse Effect of on the Acquired Company. Without limiting the generality of the foregoing, since that datethe date of the Latest Balance Sheet: (a) the Acquired Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for except that it will use its cash on hand to settle a fair consideration portion of its Liabilities, as contemplated in the Ordinary Course of BusinessSection 3.11; (b) the Acquired Companies Company has not entered into any Contract, lease, or license (or series of related Contracts, leases, and licenses) involving more than Two Hundred Dollars ($20,000.00 200.00) either individually or in the aggregate or outside the Ordinary Course of BusinessBusiness to which the Company is or will be bound on or after the Closing; (c) no party (including the Acquired Company) has accelerated, terminated, modified, or canceled any agreement, Contract, lease or license (or series of related Contracts, leases and licenses) to which the Acquired Company is a party or by which it is or will be bound outside on or after the Ordinary Course of BusinessClosing; (d) the Acquired Company has not imposed and is not aware of any Lien upon any of its assets, tangible or intangibleintangible to which the Company is or will be bound on or after the Closing; (e) the Acquired Company has not made any capital expenditure (or series of related capital expenditures) in an amount in excess of $20,000.00 either individually or in the aggregate; (f) the Acquired Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions)) to which the Company is or will be bound on or after the Closing; (gf) the Acquired Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than One Hundred Dollars ($5,000.00 100.00) either individually or in the aggregateaggregate to which the Company is or will be bound on or after the Closing; (g) [Intentionally Omitted]; (h) the Acquired Company has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of BusinessBusiness to which the Company is or will be bound on or after the Closing; (i) the Acquired Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than One Hundred Dollars ($2,000.00 100.00) either individually or in the aggregate or outside the Ordinary Course of BusinessBusiness to which the Company is or will be bound on or after the Closing; (j) the Acquired Company has not granted any license or sublicense of any rights under or with respect to any Intellectual PropertyProperty to which the Company is or will be bound on or after the Closing; (k) there has been no change made or authorized in the articles Certificate of incorporation Incorporation or bylaws Bylaws of the Acquired Company, except the Name Change, and there are no commitments or arrangements which would reasonably cause or result in such change; (l) the Acquired Company has not issued, sold, or otherwise disposed 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 stockstock to which the Company is or will be bound on or after the Closing; (m) the Acquired Company has not 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 capital stock; (n) the Acquired Company has does not experienced have any damage, destruction, or loss (whether or not covered by insurance) to its property; (o) the Acquired Company has not made outstanding any loan tofrom, or entered into any other transaction with, any of its Directors, officers, employees or Affiliates; (po) the Acquired Company has is not entered into a party to any employment Contract or collective bargaining agreement, written or oral, or modified the terms of any existing such Contract or agreement.; (p) at Closing, the Company will not have any obligation to any Person for any employment compensation, consulting fees, or any taxes arising out of or related thereto; (q) the Acquired Company has not made or pledged to make any charitable no outstanding bonus, profit sharing, incentive, severance, or other capital contribution outside plan, Contract, or commitment for the Ordinary Course benefit of Business;any of its Directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); and (r) there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business any of the Acquired Company; and (s) the Acquired Company has not committed to any of the foregoing.

Events Subsequent to Latest Balance Sheet. Since the date of the Latest Balance Sheet, there has not been any change in the Businessbusiness, financial condition, operations, results of operations, or future prospects of the Company, or in any item set forth on any of the Acquired Company Schedules attached hereto, which would have a Material Adverse Effect of on the Acquired Company. Without limiting the generality of the foregoing, since that date: (a) the Acquired Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (b) except as set forth on Schedule 4.8(b), the Acquired Companies Company has not entered into any Contract, lease, or license (or series of related Contracts, leases, and licenses) involving more than $20,000.00 or 25,000 and outside the Ordinary Course of Business; (c) except as set forth on Schedule 4.8(c), no party (including the Acquired Company) has accelerated, terminated, modified, or canceled any agreement, Contract, lease or license (or series of related Contracts, leases and licenses) to which the Acquired Company is a party or by which it is bound outside the Ordinary Course of Business; (d) the Acquired Company has not imposed any Lien upon any of its assets, tangible or intangible; (e) except as set forth on Schedule 4.8(e), the Acquired Company has not made any capital expenditure (or series of related capital expenditures) in an amount in excess of $20,000.00 25,000 either individually or in the aggregateaggregate outside of the Ordinary Course of Business; (f) the Acquired Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions); (g) except as set forth on Schedule 4.8(g), the Acquired Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than $5,000.00 25,000 either individually or in the aggregateaggregate outside of the Ordinary Course of Business; (h) the Acquired Company has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (i) the Acquired Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $2,000.00 25,000 or outside the Ordinary Course of Business; (j) the Acquired Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (k) there has been no change made or authorized in the articles of incorporation or bylaws code of regulations of the Acquired Company; (l) except as set forth on Schedule 4.8(l), the Acquired Company has not issued, sold, or otherwise disposed any of its capital stockshares, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stockshares; (m) the Acquired Company has not 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) the Acquired Company has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property; (o) the Acquired Company has not made any loan to, or entered into any other transaction with, any of its Directorsdirectors, officers, employees or Affiliates; (p) the Acquired Company has not entered into any employment Contract or collective bargaining agreement, written or oral, or modified the terms of any existing such Contract or agreement.; (q) except for hourly employees and except as set forth on Schedule 4.8(q), the Acquired Company has not granted any increase in the base compensation of any of its directors, officers, and employees or made any other change in employment terms for any of its directors, officers, and employees, in each case, with respect to those directors, officers and employees, whose annual compensation, including any bonuses, equals or exceeds $50,000; (r) except as set forth on Schedule 4.8(r), the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, Contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (s) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (rt) there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business any of involving the Acquired Company; and (su) the Acquired Company has not committed to any of the foregoing.

Events Subsequent to Latest Balance Sheet. Since the date of the Latest Balance Sheet, there has not been any change in the Business, financial condition, operations, results of operations, or future prospects of any of the Acquired Company Companies, or in any item set forth on any of the Schedules attached hereto, which would have a Material Adverse Effect on any of the Acquired CompanyCompanies. Without limiting the generality of the foregoing, since that date: (a) none of the Acquired Company Companies has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (b) except as set forth on Schedule 3.10(b), none of the Acquired Companies has not entered into any Contract, lease, or license (or series of related Contracts, leases, and licenses) involving more than One Hundred Thousand Dollars ($20,000.00 100,000.00) or outside the Ordinary Course of Business; (c) except as set forth on Schedule 3.10(c), no party (including any of the Acquired CompanyCompanies) has accelerated, terminated, modified, or canceled any agreement, Contract, lease or license (or series of related Contracts, leases and licenses) to which any of the Acquired Company Companies is a party or by which it is bound outside the Ordinary Course of Business; (d) none of the Acquired Company Companies has not imposed any Lien upon any of its assets, tangible or intangible; (e) except as set forth on Schedule 3.10(e), none of the Acquired Company Companies has not made any capital expenditure (or series of related capital expenditures) in an amount in excess of Twenty-Five Thousand Dollars ($20,000.00 25,000.00) either individually or in the aggregate; (f) none of the Acquired Company Companies has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions); (g) except as set forth on Schedule 3.10(g), none of the Acquired Company Companies has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than Twenty-Five Thousand Dollars ($5,000.00 25,000.00) either individually or in the aggregate; (h) none of the Acquired Company Companies has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (i) none of the Acquired Company Companies has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than Twenty-Five Thousand Dollars ($2,000.00 25,000.00) or outside the Ordinary Course of Business; (j) none of the Acquired Company Companies has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (k) there has been no change made or authorized in the articles of incorporation or bylaws of any of the Acquired CompanyCompanies; (l) except as set forth on Schedule 3.10(l), none of the Acquired Company Companies has not issued, sold, or otherwise disposed 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; (m) none of the Acquired Company Companies has not 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 capital stock; (n) none of the Acquired Company Companies has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (o) none of the Acquired Company Companies has not made any loan to, or entered into any other transaction with, any of its Directors, officers, employees or Affiliates; (p) none of the Acquired Company Companies has not entered into any employment Contract or collective bargaining agreement, written or oral, or modified the terms of any existing such Contract or agreement.; (q) except for hourly employees and except as set forth on Schedule 3.10(q), none of the Acquired Company Companies has not granted any increase in the base compensation of any of its Directors, officers, and employees, or made any other change in employment terms for any of its Directors, officers, and employees, in each case, with respect to those Directors, officers and employees; (r) except as set forth on Schedule 3.10 (r), none of the Acquired Companies has adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, Contract, or commitment for the benefit of any of its Directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (s) none of the Acquired Companies has made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (rt) there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business by any of the Acquired CompanyCompanies; and (su) none of the Acquired Company Companies has not committed to any of the foregoing.