Common use of Events Subsequent to Most Recent Fiscal Quarter End Clause in Contracts

Events Subsequent to Most Recent Fiscal Quarter End. Since the Most --------------------------------------------------- Recent Fiscal Quarter End: (i) no Seller has sold, leased, transferred, or assigned any of the Acquired Assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) no Seller has entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) affecting the Acquired Assets either involving more than $22,000 or outside the Ordinary Course of Business; (iii) no party (including any Seller) has accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $22,000 to which any Seller is a party or by which it is bound; (iv) no Seller has imposed any Security Interest upon any of the Acquired Assets; (v) no Seller has canceled, compromised, waived, or released any right or claim (or series of related rights and claims) affecting the Acquired Assets either involving more than $22,000 or outside the Ordinary Course of Business; (vi) no Seller has granted any license or sublicense of any rights under or with respect to any of the Intellectual Property included in the Acquired Assets except for the License Agreement and the Manufacturing Agreement with Achiever Industries, Ltd.; (vii) there has been no change made or authorized in the Seller LLC Agreements; (viii) Bison has not issued, sold, or otherwise disposed of any of its equity, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its equity; (ix) Bison has not has declared, set aside, or made any distribution with respect to its equity (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its equity except distributions of proceeds from the transactions pursuant to this Agreement; (x) no Seller has experienced any damage, destruction, or loss (whether or not covered by insurance) to any of the Acquired Assets; and (xi) no Seller has committed to do any of the foregoing and to the best of each Seller's knowledge, none of the foregoing is reasonably likely to occur in the foreseeable future.

Events Subsequent to Most Recent Fiscal Quarter End. Since the Most --------------------------------------------------- Recent Fiscal Quarter End, except as set forth on Schedule 4.7 and except as specifically contemplated pursuant to this Agreement or the Transaction Documents, or in connection with the completion of the transactions contemplated by Section 5.2 in compliance with Section 5.2: (ia) no Seller Acquired Entity has sold, leased, transferred, transferred or assigned any of the Acquired Assetsits respective assets, tangible or intangible, other than for where such sale, lease, transfer or assignment materially and adversely affects the operation of the Asia Fresh Business, the Worldwide Packaged Food Business or the Business, in each case taken as a fair consideration in the Ordinary Course of Businesswhole; (iib) no Seller Acquired Entity has entered into any agreement, contract, lease, or license Contract (or series of related agreements, contracts, leases, and licensesContracts) affecting the Acquired Assets either involving more than $22,000 or outside the Ordinary Course of Business5 million in any twelve month period; (iiic) no party (including any Sellerthe Acquired Entities) has accelerated, terminated, modified, modified or canceled cancelled any agreement, contract, lease, or license Contract (or series of related agreements, contracts, leases, and licensesContracts) involving more than $22,000 1 million in any twelve month period to which any Seller an Acquired Entity is a party or by which it is bound; (ivd) no Seller Acquired Entity has imposed granted or permitted any Security Interest Liens (other than Permitted Liens) upon any of their assets, tangible or intangible, except in the Acquired AssetsOrdinary Course of Business; (ve) no Seller Acquired Entity has canceledmade any capital expenditure (or series of related capital expenditures) involving more than $2 million; (f) no Acquired Entity has 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) involving more than $1 million individually or, together with all such investments, loans and acquisitions made by other Acquired Entities, $5 million in the aggregate; (g) no Acquired Entity has 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 $1 million individually or, together with all notes, bonds and other debt securities, indebtedness for borrowed money and capitalized lease obligations issued, created, incurred, assumed or guaranteed by other Acquired Entities, $5 million in the aggregate; (h) no Acquired Entity has (i) delayed or postponed the payment of any material accounts payable and other Liabilities, accelerated the collection of any material accounts receivables, in either case outside the Ordinary Course of Business, except in connection with the completion of the transactions contemplated by Section 5.2 in compliance with Section 5.2 or (ii) altered any accounting method or practice; (i) no Acquired Entity has cancelled, compromised, waived, waived or released any right or claim (or series of related rights and claims) affecting the Acquired Assets either involving more than $22,000 or outside the Ordinary Course of Business1 million; (vij) no Seller Acquired Entity has transferred, assigned or granted any license or sublicense of any rights under or with respect to any of the Intellectual Property included in the Acquired Assets except for the License Agreement and the Manufacturing Agreement with Achiever Industries, Ltd.Property; (viik) there has been no change amendment made or authorized in the Seller LLC Agreementsorganizational or constitutional documents of any Acquired Entity; (viiil) Bison no Acquired Entity has not issued, sold, sold or otherwise disposed of any of its equitycapital stock, or granted any options, warrants, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any of its equitycapital stock, except in connection with the completion of the transactions contemplated by Section 5.2 in compliance with Section 5.2; (ixm) Bison no Acquired Entity has not has (i) declared, set aside, aside or paid any dividend or made any distribution with respect to its equity capital stock (whether in cash or in kind), or (ii) or redeemed, purchased, purchased or otherwise acquired any of its equity except distributions capital stock, in each case other than as contemplated by this Agreement or in connection with the completion of proceeds from the transactions pursuant to this Agreementcontemplated by Section 5.2 in compliance with Section 5.2, or any such dividend or distribution between or among the Acquired Entities; (xn) no Seller Acquired Entity has experienced any damage, destruction, destruction or loss (whether or not covered by insurance) to its property or assets, which damages, destruction or loss materially and adversely affects the Asia Fresh Business, the Worldwide Packaged Food Business or the Business, in each case taken as a whole; (o) no Acquired Entity has made any loan to, or entered into any other transaction with, any of its Affiliates, directors, officers or employees in excess of $1 million other than transactions with Affiliated companies in the Ordinary Course of Business or in connection with the completion of the transactions contemplated by Section 5.2 in compliance with Section 5.2; (p) no Acquired AssetsEntity has entered into any transaction with Dole or any Related Party other than transactions with Affiliated companies in the Ordinary Course of Business or in connection with the completion of the transactions contemplated by Section 5.2 in compliance with Section 5.2; (q) no Acquired Entity has entered into any material employment Contract or collective bargaining agreement, written or oral, or modified the material terms of any such existing material employment Contract or collective bargaining agreement; (r) no Acquired Entity has adopted, amended, modified or terminated any material bonus, profit sharing, incentive, severance or other plan, Contract or commitment for the benefit of any of its directors, officers and/or employees (or taken any such action with respect to any other Employee Benefit Plan); (s) no Acquired Entity has made any other material change in employment terms for any of its directors, officers and/or employees outside the Ordinary Course of Business; (t) no Acquired Entity has become a party to a Proceeding of a nature that materially and adversely affects the Asia Fresh Business, the Worldwide Packaged Food Business or the Business, in each case taken as a whole; and (xiu) no Seller there has committed to do not otherwise been any of the foregoing and to the best of each Seller's knowledge, none of the foregoing is reasonably likely to occur in the foreseeable futureMaterial Adverse Change.

Events Subsequent to Most Recent Fiscal Quarter End. Since the Most --------------------------------------------------- Recent Fiscal Quarter End, there has not been any adverse change in the business, financial condition, operations, results of operations, or future prospects of the Buyer. Without limiting the generality of the foregoing, since that date: (i) no Seller the Buyer has not sold, leased, transferred, or assigned any of the Acquired Assetsits assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) no Seller the Buyer has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) affecting the Acquired Assets either involving more than $22,000 50,000 or outside the Ordinary Course of Business; (iii) no party (including any Sellerthe Buyer) has accelerated, terminated, modified, or canceled cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $22,000 50,000 to which any Seller the Buyer is a party or by which it any of them is bound; (iv) no Seller the Buyer has not imposed any Security Interest upon any of the Acquired Assetsits assets, tangible or intangible; (v) no Seller the Buyer has cancelednot made any capital expenditure (or series of related capital expenditures) either involving more than $50,000 or outside the Ordinary Course of Business; (vi) the Buyer 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) either involving more than $50,000 or outside the Ordinary Course of Business; (vii) the Buyer 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 either involving more than $50,000 singly or $100,000 in the aggregate, and has not engaged in any transaction involving an issuance of securities under the Securities Act; (viii) the Buyer has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) the Buyer has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) affecting the Acquired Assets either involving more than $22,000 50,000 or outside the Ordinary Course of Business; (vix) no Seller the Buyer has not granted any license or sublicense of any rights under or with respect to any of the Intellectual Property included in the Acquired Assets except for the License Agreement and the Manufacturing Agreement with Achiever Industries, Ltd.Property; (viixi) there has been no change made or authorized in the Seller LLC Agreements; (viii) Bison Buyer has not issued, sold, or otherwise disposed of any of its equity, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its equity; (ix) Bison has not has declared, set aside, or made any distribution with respect to its equity (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its equity except distributions of proceeds from the transactions pursuant to this Agreement; (x) no Seller has experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (xii) the Buyer 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; (xiii) there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Acquired AssetsOrdinary Course of Business involving the Buyer; and (xixiv) no Seller the Buyer has not committed to do any of the foregoing and to the best of each Seller's knowledge, none of the foregoing is reasonably likely to occur in the foreseeable futureforegoing.

Events Subsequent to Most Recent Fiscal Quarter End. Since the Most --------------------------------------------------- Recent Fiscal Quarter End, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of any of Fourth Shift and its Subsidiaries. Without limiting the generality of the foregoing, since that date: (i) no Seller none of Fourth Shift and its Subsidiaries has sold, leased, transferred, or assigned any of the Acquired Assetsits assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) no Seller none of Fourth Shift and its Subsidiaries has entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) affecting the Acquired Assets either involving more than $22,000 or outside the Ordinary Course of Business; (iii) no party (including any Sellerof Fourth Shift and its Subsidiaries) has accelerated, terminated, modified, or canceled cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $22,000 to which any Seller of Fourth Shift and its Subsidiaries is a party or by which it any of them is bound; (iv) no Seller none of Fourth Shift and its Subsidiaries has imposed any Security Interest upon any of the Acquired Assetsits assets, tangible or intangible; (v) no Seller none of Fourth Shift and its Subsidiaries has canceledmade 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); (vi) none of Fourth Shift and its Subsidiaries has issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $10,000 singly or $100,000 in the aggregate; (vii) none of Fourth Shift and its Subsidiaries has delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (viii) none of Fourth Shift and its Subsidiaries has cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) affecting the Acquired Assets either involving more than $22,000 or outside the Ordinary Course of Business); (viix) no Seller none of Fourth Shift and its Subsidiaries has granted any license or sublicense of any rights under or with respect to any Intellectual Property, except licenses of the Intellectual Property included its software and services in the Acquired Assets except for the License Agreement and the Manufacturing Agreement with Achiever Industries, Ltd.Ordinary Course of Business; (viix) there none of Fourth Shift and its Subsidiaries has been no change made or authorized in the Seller LLC Agreements; (viii) Bison has not issued, sold, or otherwise disposed of any of its equitycapital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its equitycapital stock; (ixxi) Bison has not none of Fourth Shift and its Subsidiaries has declared, set aside, or paid any dividend or made any distribution with respect to its equity capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its equity except distributions of proceeds from the transactions pursuant to this Agreementcapital stock; (xxii) no Seller none of Fourth Shift and its Subsidiaries has experienced made any damage, destructionloan to, or loss entered into any other transaction with, any of its directors, officers, and employees; (whether xiii) none of Fourth Shift and its Subsidiaries has entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (xiv) none of Fourth Shift and its Subsidiaries 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); (xv) there has not covered by insurancebeen any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving any of Fourth Shift and its Subsidiaries; and (xvi) none of Fourth Shift and its Subsidiaries has committed to any of the Acquired Assets; and (xi) no Seller has committed to do any of the foregoing and to the best of each Seller's knowledge, none of the foregoing is reasonably likely to occur in the foreseeable futureforegoing.

Events Subsequent to Most Recent Fiscal Quarter End. Since the Most --------------------------------------------------- Recent Fiscal Quarter End, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of any of Fourth Shift and its Subsidiaries. Without limiting the generality of the foregoing, since that date: (i) no Seller i. none of Fourth Shift and its Subsidiaries has sold, leased, transferred, or assigned any of the Acquired Assetsits assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) no Seller . none of Fourth Shift and its Subsidiaries has entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) affecting the Acquired Assets either involving more than $22,000 or outside the Ordinary Course of Business; (iii) . no party (including any Sellerof Fourth Shift and its Subsidiaries) has accelerated, terminated, modified, or canceled cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $22,000 to which any Seller of Fourth Shift and its Subsidiaries is a party or by which it any of them is bound; (iv) no Seller . none of Fourth Shift and its Subsidiaries has imposed any Security Interest upon any of the Acquired Assetsits assets, tangible or intangible; v. none of Fourth Shift and its Subsidiaries has made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (v) no Seller or series of related capital investments, loans, and acquisitions); vi. none of Fourth Shift and its Subsidiaries has canceledissued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $10,000 singly or $100,000 in the aggregate; vii. none of Fourth Shift and its Subsidiaries has delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; viii. none of Fourth Shift and its Subsidiaries has cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) affecting the Acquired Assets either involving more than $22,000 or outside the Ordinary Course of Business); (vi) no Seller ix. none of Fourth Shift and its Subsidiaries has granted any license or sublicense of any rights under or with respect to any Intellectual Property, except licenses of the Intellectual Property included its software and services in the Acquired Assets except for the License Agreement and the Manufacturing Agreement with Achiever Industries, Ltd.Ordinary Course of Business; (vii) there x. none of Fourth Shift and its Subsidiaries has been no change made or authorized in the Seller LLC Agreements; (viii) Bison has not issued, sold, or otherwise disposed of any of its equitycapital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its equitycapital stock; (ix) Bison has not xi. none of Fourth Shift and its Subsidiaries has declared, set aside, or paid any dividend or made any distribution with respect to its equity capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its equity except distributions of proceeds from the transactions pursuant to this Agreementcapital stock; (x) no Seller xii. none of Fourth Shift and its Subsidiaries has experienced made any damage, destructionloan to, or loss entered into any other transaction with, any of its directors, officers, and employees; xiii. none of Fourth Shift and its Subsidiaries has entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; xiv. none of Fourth Shift and its Subsidiaries 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 (whether or taken any such action with respect to any other Employee Benefit Plan); xv. there has not covered by insurance) been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving any of Fourth Shift and its Subsidiaries; and xvi. none of Fourth Shift and its Subsidiaries has committed to any of the Acquired Assets; and (xi) no Seller has committed to do any of the foregoing and to the best of each Seller's knowledge, none of the foregoing is reasonably likely to occur in the foreseeable futureforegoing.

Events Subsequent to Most Recent Fiscal Quarter End. Since Except with regard to the Most --------------------------------------------------- Recent Fiscal Quarter End: Alltel Merger, the transactions and financings in connection with the Alltel Merger and the business of Alltel Healthcare acquired pursuant to the Alltel Merger (i) with respect to which no Seller representation or warranty is hereby given), since March 31, 1997 there has soldnot been any Material Adverse Effect in the business, leasedfinancial condition, transferredoperations, results of operations, or assigned future prospects of Eclipsys and Eclipsys has not engaged in or been party to any of the Acquired Assets, tangible agreement or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) no Seller has entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) affecting the Acquired Assets either involving more than $22,000 or occurrence outside the Ordinary Course of Business;, and without limiting the generality of the foregoing, since that date: (iiia) no party No Person (including any SellerEclipsys) has accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $22,000 to which any Seller Eclipsys is a party Party or by which it is bound; (ivb) no Seller Eclipsys has imposed any Security Interest upon any not delayed or postponed the payment of accounts payable and other Liabilities outside the Acquired AssetsOrdinary Course of Business; (vc) no Seller Eclipsys has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) affecting the Acquired Assets either involving more than $22,000 or outside the Ordinary Course of Business; (vid) no Seller has granted any license or sublicense of any rights under or with respect to any of the Intellectual Property included in the Acquired Assets except Except for the License Agreement and three-for-two stock split by way of dividend adopted by the Manufacturing Agreement with Achiever IndustriesBoard of Directors on May 19, Ltd.; (vii) there has been no change made or authorized in the Seller LLC Agreements; (viii) Bison 1997, Eclipsys has not (i) issued, sold, or otherwise disposed of any of its equitycapital stock, or (ii) granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its equity; capital stock, or (ixiii) Bison has not has declared, set aside, or paid any dividend or made any distribution with respect to its equity capital stock (whether in cash or in kind) or (iv) redeemed, purchased, or otherwise acquired any of its equity except distributions of proceeds from the transactions pursuant to this Agreementcapital stock; (xe) no Seller Eclipsys has experienced not made any damageloan to or agreement with any of its directors, destructionofficers, or loss (whether or employees and it has not covered by insurance) to entered into any other transaction with any of its directors, officers or employees outside the Acquired AssetsOrdinary Course of Business; (f) Except for stock options granted in the Ordinary Course of Business pursuant to its stock option plan, and the adoption by the Board of Directors on May 19, 1997 of the 1997 Management Incentive Compensation Plan, Eclipsys has not granted any increase in the base compensation of, or bonuses out of the Ordinary Course of Business to, or made any other changes in the employment or consulting terms of any of its directors or officers; (g) Eclipsys has not made or pledged to make any charitable or other capital contribution; (h) Eclipsys has performed in all material respects all of its obligations under agreements, contracts, leases, licenses and instruments relating to or affecting its properties, assets and business and has not changed materially the prices or offer terms of sale or license of any of its products; (i) Eclipsys has maintained its books of account and records in the usual, regular and ordinary manner; and (xij) no Seller has committed Eclipsys is not under any legal obligation, whether written or oral, to do any of the foregoing and to the best of each Seller's knowledge, none of the foregoing is reasonably likely to occur in the foreseeable futureforegoing.

Events Subsequent to Most Recent Fiscal Quarter End. Since the Most --------------------------------------------------- Recent Fiscal Quarter End, except as set forth on Schedule 4.7 and except as specifically contemplated pursuant to this Agreement or the Transaction Documents, or in connection with the completion of the transactions contemplated by Section 5.2 in compliance with Section 5.2: (ia) no Seller Acquired Entity has sold, leased, transferred, transferred or assigned any of the Acquired Assetsits respective assets, tangible or intangible, other than for where such sale, lease, transfer or assignment materially and adversely affects the operation of the Asia Fresh Business, the Worldwide Packaged Food Business or the Business, in each case taken as a fair consideration in the Ordinary Course of Businesswhole; (iib) no Seller Acquired Entity has entered into any agreement, contract, lease, or license Contract (or series of related agreements, contracts, leases, and licensesContracts) affecting the Acquired Assets either involving more than $22,000 or outside the Ordinary Course of Business5 million in any twelve month period; (iiic) no party (including any Sellerthe Acquired Entities) has accelerated, terminated, modified, modified or canceled cancelled any agreement, contract, lease, or license Contract (or series of related agreements, contracts, leases, and licensesContracts) involving more than $22,000 1 million in any twelve month period to which any Seller an Acquired Entity is a party or by which it is bound; (ivd) no Seller Acquired Entity has imposed granted or permitted any Security Interest Liens (other than Permitted Liens) upon any of their assets, tangible or intangible, except in the Acquired AssetsOrdinary Course of Business; (ve) no Seller Acquired Entity has canceledmade any capital expenditure (or series of related capital expenditures) involving more than $2 million; (f) no Acquired Entity has 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) involving more than $1 million individually or, together with all such investments, loans and acquisitions made by other Acquired Entities, $5 million in the aggregate; (g) no Acquired Entity has 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 $1 million individually or, together with all notes, bonds and other debt securities, indebtedness for borrowed money and capitalized lease obligations issued, created, incurred, assumed or guaranteed by other Acquired Entities, $5 million in the aggregate; (h) no Acquired Entity has (i) delayed or postponed the payment of any material accounts payable and other Liabilities, accelerated the collection of any material accounts receivables, in either case outside the Ordinary Course of Business, except in connection with the completion of the transactions contemplated by Section 5.2 in compliance with Section 5.2 or (ii) altered any accounting method or practice; (i) no Acquired Entity has cancelled, compromised, waived, waived or released any right or claim (or series of related rights and claims) affecting the Acquired Assets either involving more than $22,000 or outside the Ordinary Course of Business1 million; (vij) no Seller Acquired Entity has transferred, assigned or granted any license or sublicense of any rights under or with respect to any of the Intellectual Property included in the Acquired Assets except for the License Agreement and the Manufacturing Agreement with Achiever Industries, Ltd.Property; (viik) there has been no change amendment made or authorized in the Seller LLC Agreementsorganizational or constitutional documents of any Acquired Entity; (viiil) Bison no Acquired Entity has not issued, sold, sold or otherwise disposed of any of its equitycapital stock, or granted any options, warrants, warrants or other rights to purchase or obtain (including upon conversion, exchange, exchange or exercise) any of its equitycapital stock, except in connection with the completion of the transactions contemplated by Section 5.2 in compliance with Section 5.2; (ixm) Bison no Acquired Entity has not has (i) declared, set aside, aside or paid any dividend or made any distribution with respect to its equity capital stock (whether in cash or in kind), or (ii) or redeemed, purchased, purchased or otherwise acquired any of its equity except distributions capital stock, in each case other than as contemplated by this Agreement or in connection with the completion of proceeds from the transactions pursuant to this Agreementcontemplated by Section 5.2 in compliance with Section 5.2, or any such dividend or distribution between or among the Acquired Entities; (xn) no Seller Acquired Entity has experienced any damage, destruction, destruction or loss (whether or not covered by insurance) to its property or assets, which damages, destruction or loss materially and adversely affects the Asia Fresh Business, the Worldwide Packaged Food Business or the Business, in each case taken as a whole; (o) no Acquired Entity has made any loan to, or entered into any other transaction with, any of its Affiliates, directors, officers or employees in excess of $1 million other than transactions with Affiliated companies in the Ordinary Course of Business or in connection with the completion of the transactions contemplated by Section 5.2 in compliance with Section 5.2; (p) no Acquired AssetsEntity has entered into any transaction with Xxxx or any Related Party other than transactions with Affiliated companies in the Ordinary Course of Business or in connection with the completion of the transactions contemplated by Section 5.2 in compliance with Section 5.2; (q) no Acquired Entity has entered into any material employment Contract or collective bargaining agreement, written or oral, or modified the material terms of any such existing material employment Contract or collective bargaining agreement; (r) no Acquired Entity has adopted, amended, modified or terminated any material bonus, profit sharing, incentive, severance or other plan, Contract or commitment for the benefit of any of its directors, officers and/or employees (or taken any such action with respect to any other Employee Benefit Plan); (s) no Acquired Entity has made any other material change in employment terms for any of its directors, officers and/or employees outside the Ordinary Course of Business; (t) no Acquired Entity has become a party to a Proceeding of a nature that materially and adversely affects the Asia Fresh Business, the Worldwide Packaged Food Business or the Business, in each case taken as a whole; and (xiu) no Seller there has committed to do not otherwise been any of the foregoing and to the best of each Seller's knowledge, none of the foregoing is reasonably likely to occur in the foreseeable futureMaterial Adverse Change.