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

Events Subsequent to Most Recent Fiscal Year End. Except as disclosed in Section 3(h) of the Disclosure Schedule, since the Most Recent Fiscal Year End with respect to the Division, the Acquired Assets, or the Assumed Liabilities, there has not been any: (i) Material Adverse Effect; (ii) amendment to the organizational documents of CEGI; (iii) issuance or sale of any shares of capital stock of CEGI, or of any securities convertible or exchangeable into such shares; (iv) redemption, split, combination, or reclassification of the capital stock of CEGI; (v) incurrence of any Indebtedness; (vi) material settlement agreement entered into by the Solo Parties with respect to infringement or alleged infringement by the Solo Parties of any Intellectual Property; (vii) abandonment or invalidation by any Solo Party of any material Intellectual Property used primarily in the Division; (viii) (A) increase in any manner in the rate of compensation or benefits of any Division Employees, except as may be required under the CBAs or any existing employment agreements (including any actions taken pursuant to any “effects bargaining” at any of the facilities covered by a CBA) or such increases as are granted in the Ordinary Course of Business, (B) payment or agreement to pay any pension, retirement allowance, or other employee benefit not required by any Employee Benefit Plan to any Division Employee, whether past or present, other than in the Ordinary Course of Business, or (C) entering into, adoption, amendment, or termination of any employment, bonus, severance, or retirement contract or collective bargaining agreement or adoption of any employee benefit plan or collective bargaining agreement, other than in the Ordinary Course of Business; (A) except for (x) sales of inventory in the Ordinary Course of Business and (y) leases entered into in the Ordinary Course of Business, any sale, lease, transfer, or other disposition of any Division Real Property or assets of the Division or (B) creation of any Security Interest (other than a Permitted Security Interest) on any material property or assets of the Division; (x) termination or amendment of, or entry into, any Material Contract; (xi) acquisition of any business or Person, by merger or consolidation, purchase of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or enter into any contract, letter of intent, or similar arrangement with respect to the foregoing; (xii) commitment to make any capital expenditure in excess of $500,000 individually or $1,000,000 in the aggregate or otherwise acquire any assets or properties (other than supplies or inventory in the Ordinary Course of Business) or entering into of any contract, letter of intent, or similar arrangement with respect to the foregoing; (xiii) write-off as uncollectible of any notes or accounts receivable, except write-offs in the Ordinary Course of Business charged to applicable reserves; (xiv) payment, discharge, settlement, waiver, cancellation, or satisfaction of any material claims, liabilities or obligations (contingent or otherwise), other than payments, discharges, settlements, waivers, cancellations, or satisfactions in the Ordinary Course of Business to the extent reflected or reserved against in the Financial Statements for the fiscal year ended December 31, 2006 or the Most Recent Financial Statements; (xv) change in accounting methods of the Solo Parties relating to the business of the Division; (xvi) plan, announcement, or implementation of any reduction in force, lay-off, early retirement program, severance program, or other program or effort concerning the termination of employment of any Division Employees (other than in the Ordinary Course of Business) or entry into negotiations for the purpose of making any amendments to any collective bargaining agreement; (xvii) entry into any transaction with an Affiliate that is not disclosed on Section 3(u) of the Disclosure Schedule pursuant to Section 3(u); (xviii) loans, advances, or capital contributions to, or investments in, any other Person (including Division Employees) by the Solo Parties other than (A) loans, advances, or capital contributions by the Solo Parties to CEGI or (B) advances for travel and other normal business expenses in the Ordinary Course of Business; (xix) cancellation or material reduction of any insurance coverage other than with respect to any Employee Benefit Plan in the Ordinary Course of Business; or (xx) agreement in writing to take any of the foregoing actions.

Events Subsequent to Most Recent Fiscal Year End. Except as disclosed in Section 3(h) of the Disclosure Schedule, since Since the Most Recent Fiscal Year End End, other than with respect to the Division, negotiations with the Acquired Assets, or Buyer and its representatives regarding the Assumed Liabilities, there has not been anytransactions contemplated by this Agreement: (ia) Material Adverse Effect; (ii) amendment to the organizational documents of CEGI; (iii) issuance or sale of any shares of capital stock of CEGI, or of any securities convertible or exchangeable into such shares; (iv) redemption, split, combination, or reclassification of the capital stock of CEGI; (v) incurrence of any Indebtedness; (vi) material settlement agreement Company has not entered into by the Solo Parties with respect to infringement or alleged infringement by the Solo Parties of any Intellectual Property; (vii) abandonment or invalidation by any Solo Party of any material Intellectual Property used primarily in the Division; (viii) (A) increase in any manner in the rate of compensation or benefits of any Division Employees, transaction except as may be required under the CBAs or any existing employment agreements (including any actions taken pursuant to any “effects bargaining” at any of the facilities covered by a CBA) or such increases as are granted in the Ordinary Course of BusinessBusiness conducted on that date and consistent with past practices; (b) the Company has not sold, (B) payment leased, transferred or agreement to pay assigned any pensionof its assets, retirement allowance, tangible or other employee benefit not required by any Employee Benefit Plan to any Division Employee, whether past or presentintangible, other than in the Ordinary Course of Business, or (C) entering into, adoption, amendment, or termination of any employment, bonus, severance, or retirement contract or collective bargaining agreement or adoption of any employee benefit plan or collective bargaining agreement, other than for a fair consideration in the Ordinary Course of Business; (Ac) except for the Company has not amended or terminated any Assumed Contract, or any material contract, agreement or license to which the Company is a party or by which it is bound; (xd) sales the Company has not experienced any damage to or destruction or loss of inventory (whether or not covered by insurance) any Purchased Asset or any material assets, business or customer of the Company; (e) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (f) there has been no change made or authorized in the charter or bylaws of the Company; (g) the Company has not entered into or granted, or amended or modified the terms of, any employment agreement or arrangement with any of the Business Employees, including any grant of or change in the compensation of or benefits available to any such employee (other than ordinary increases consistent with past practice); (h) there has not been any other material occurrence, event, incident, action, failure to act or transaction outside the Ordinary Course of Business and (y) leases entered into in involving the Ordinary Course of Business, any sale, lease, transfer, or other disposition of any Division Real Property or assets of the Division or (B) creation of any Security Interest (other than a Permitted Security Interest) on any material property or assets of the Division;Company; and (xi) termination or amendment of, or entry into, any Material Contract; (xi) acquisition of any business or Person, by merger or consolidation, purchase of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or enter into any contract, letter of intent, or similar arrangement with respect the Company has not committed to the foregoing; (xii) commitment to make any capital expenditure in excess of $500,000 individually or $1,000,000 in the aggregate or otherwise acquire any assets or properties (other than supplies or inventory in the Ordinary Course of Business) or entering into of any contract, letter of intent, or similar arrangement with respect to the foregoing; (xiii) write-off as uncollectible of any notes or accounts receivable, except write-offs in the Ordinary Course of Business charged to applicable reserves; (xiv) payment, discharge, settlement, waiver, cancellation, or satisfaction of any material claims, liabilities or obligations (contingent or otherwise), other than payments, discharges, settlements, waivers, cancellations, or satisfactions in the Ordinary Course of Business to the extent reflected or reserved against in the Financial Statements for the fiscal year ended December 31, 2006 or the Most Recent Financial Statements; (xv) change in accounting methods of the Solo Parties relating to the business of the Division; (xvi) plan, announcement, or implementation of any reduction in force, lay-off, early retirement program, severance program, or other program or effort concerning the termination of employment of any Division Employees (other than in the Ordinary Course of Business) or entry into negotiations for the purpose of making any amendments to any collective bargaining agreement; (xvii) entry into any transaction with an Affiliate that is not disclosed on Section 3(u) of the Disclosure Schedule pursuant to Section 3(u); (xviii) loans, advances, or capital contributions to, or investments in, any other Person (including Division Employees) by the Solo Parties other than (A) loans, advances, or capital contributions by the Solo Parties to CEGI or (B) advances for travel and other normal business expenses in the Ordinary Course of Business; (xix) cancellation or material reduction of any insurance coverage other than with respect to any Employee Benefit Plan in the Ordinary Course of Business; or (xx) agreement in writing to take any of the foregoing actionsthings described in the preceding clauses (a) through (h).

Events Subsequent to Most Recent Fiscal Year End. Except as disclosed in Section 3(h) of the Disclosure Schedule, since Since the Most Recent Fiscal Year End with respect to the Division, the Acquired Assets, or the Assumed LiabilitiesEnd, there has not been anyno Material Adverse Effect on the Company. 4.9.1 Since the Most Recent Fiscal Year End, none of the Company or its Subsidiaries has: (i) Material Adverse Effectpledged or hypothecated any of its assets or otherwise permitted any of its material assets to become subject to any Security Interest other than in the ordinary course of business consistent with past practice; (ii) amendment to incurred any material obligation in an amount in excess of $100,000 other than in the organizational documents ordinary course of CEGIbusiness consistent with past practice; (iii) issuance made any loan or sale advance to any Person other than in the ordinary course of any shares of capital stock of CEGI, or of any securities convertible or exchangeable into such sharesbusiness consistent with past practice; (iv) redemptionassumed, split, combination, guaranteed or reclassification otherwise become liable for any obligation of any Person (other than the capital stock Company or its Subsidiaries) other than in the ordinary course of CEGIbusiness consistent with past practice; (v) incurrence committed for any capital expenditure individually in an amount in excess of any Indebtedness$50,000 and in the aggregate in an amount in excess of $200,000; (vi) material settlement agreement entered into by the Solo Parties with respect to infringement purchased, leased, sold, abandoned or alleged infringement by the Solo Parties otherwise acquired or disposed of any Intellectual Propertybusiness or assets other than in the ordinary course of business consistent with past practice; (vii) abandonment waived or invalidation by any Solo Party of released any material Intellectual Property used primarily right or canceled or forgiven any debt or claim other than in the Divisionordinary course of business consistent with past practice; (viii) (A) increase in discharged any manner in the rate of compensation material Security Interest or benefits of discharged or paid any Division Employees, except as may be required under the CBAs or any existing employment agreements (including any actions taken pursuant to any “effects bargaining” at any of the facilities covered by a CBA) or such increases as are granted in the Ordinary Course of Business, (B) payment or agreement to pay any pension, retirement allowance, indebtedness or other employee benefit not required by any Employee Benefit Plan to any Division Employee, whether past or present, obligation other than in the Ordinary Course ordinary course of Business, business consistent with past practice; (ix) assumed or (C) entering into, adoption, amendment, or termination of entered into any employment, bonus, severance, or retirement contract or collective bargaining agreement or adoption of any employee benefit plan or collective bargaining agreement, material Contract other than in the Ordinary Course ordinary course of Business; (A) except for (x) sales of inventory in the Ordinary Course of Business and (y) leases entered into in the Ordinary Course of Business, any sale, lease, transfer, or other disposition of any Division Real Property or assets of the Division or (B) creation of any Security Interest (business consistent with past practice other than a Permitted Security Interest) on any material property or assets of the Divisionthis Agreement; (x) termination amended or amendment of, or entry into, terminated any Material material Contract; (xi) acquisition of any business or Person, by merger or consolidation, purchase of substantial assets or equity interestsmaterially increased, or by authorized a material increase in, the compensation or benefits paid or provided to any other mannerof its directors, in a single transaction officers or a series of related transactions, or enter into any contract, letter of intent, or similar arrangement with respect to the foregoingemployees; (xii) commitment to make established, adopted or amended (including any capital expenditure in excess amendment with a future effective date) any of $500,000 individually or $1,000,000 in the aggregate or otherwise acquire any assets or properties (other than supplies or inventory in the Ordinary Course of Business) or entering into of any contract, letter of intent, or similar arrangement with respect to the foregoingCompany’s Employee Benefit Plans; (xiii) write-off as uncollectible declared, accrued, set aside, or paid any dividend or made any other distribution in respect of any notes Equity Interests of other securities, Cash or accounts receivable, except write-offs in the Ordinary Course of Business charged to applicable reservesother assets; (xiv) paymentrepurchased, discharge, settlement, waiver, cancellation, redeemed or satisfaction of otherwise reacquired any material claims, liabilities Equity Interests or obligations (contingent or otherwise), other than payments, discharges, settlements, waivers, cancellations, or satisfactions in the Ordinary Course of Business to the extent reflected or reserved against in the Financial Statements for the fiscal year ended December 31, 2006 or the Most Recent Financial Statementssecurities; (xv) change in accounting methods of the Solo Parties relating to the business of the Divisionsold or otherwise issued any Equity Interests or any other securities; (xvi) plan, announcement, or implementation of any reduction in force, lay-off, early retirement program, severance program, or other program or effort concerning the termination of employment of any Division Employees (other than in the Ordinary Course of Business) or entry into negotiations for the purpose of making any amendments to any collective bargaining agreementamended its organizational documents; (xvii) entry into been a party to any transaction with an Affiliate that is not disclosed on Section 3(u) merger, consolidation, recapitalization, reclassification of the Disclosure Schedule pursuant to Section 3(u)equity, or similar transaction; (xviii) loansaccrued any deferred bonuses or compensation due to any Seller, advancesemployee or agent of the Company or any of its Subsidiaries, or capital contributions to, paid any such deferred bonuses or investments in, any other Person (including Division Employees) by the Solo Parties other than (A) loans, advances, or capital contributions by the Solo Parties to CEGI or (B) advances for travel and other normal business expenses in the Ordinary Course of Businesscompensation; (xix) cancellation changed any of its methods of accounting or accounting practices in any respect; (xx) made any material reduction of any insurance coverage other than with respect to any Employee Benefit Plan in the Ordinary Course of BusinessTax election; or (xxxxi) agreement in writing agreed or committed to take any of action described in the foregoing actionsclauses.

Events Subsequent to Most Recent Fiscal Year End. Except as disclosed Since December 31, 2013, Target has conducted its operations in Section 3(h) the Ordinary Course of the Disclosure Schedule, since the Most Recent Fiscal Year End with respect to the Division, the Acquired Assets, or the Assumed Liabilities, Business and there has not been any:any occurrence, change, development or event that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, condition (financial or otherwise), assets, liabilities or results of operations of Target. Without limiting the generality of the foregoing, since that date except as set forth on Schedule 4(j): (i) Material Adverse Effect;Target has not abandoned or let lapse, sold, leased, transferred, or assigned any material assets, leases, licenses, agreements, or Intangible Assets. (ii) amendment to Target has not entered into any material agreement, contract, lease, or license outside the organizational documents Ordinary Course of CEGI;Business (except for this Agreement). (iii) issuance or sale of any shares of capital stock of CEGITarget has not accelerated, terminated, made material modifications to, or canceled any Material Contract outside the Ordinary Course of any securities convertible or exchangeable into such shares;Business. (iv) redemptionTarget has not imposed any Lien upon any of its assets, split, combinationtangible or intangible, or reclassification made any capital expenditures in excess of the capital stock of CEGI;$50,000. (v) incurrence Target has not issued, sold, or otherwise disposed of any Indebtedness;of its equity interests, or granted any options, warrants, equity-based awards or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its equity interests. (vi) Target has not experienced any material settlement agreement entered into damage, destruction, or loss (whether or not covered by the Solo Parties with respect to infringement insurance) affecting its properties, assets, business, or alleged infringement by the Solo Parties of any Intellectual Property;prospects. (vii) abandonment Target has not advanced any money or invalidation by other property or made any Solo Party loan to, or entered into any other transaction with, any of any material Intellectual Property used primarily in the Division;its current or former directors, officers, employees, and Affiliates. (viii) Target has not entered into any employment or similar Contract or any collective bargaining agreement, or modified the terms of any existing such contract or agreement. (Aix) Target has not granted (or promised to grant) any increase in any manner in the rate of compensation or fringe benefits of any Division Employeesof its current or former directors, except as may be required under the CBAs officers, and employees, or adopted, amended, modified, or terminated any Employee Benefit Plan. (x) Target has not made any loans or advances of money or changed its existing credit arrangements with any bank or other financial institution. (xi) Target has not made any change in accounting methods or practices or any existing employment agreements change in depreciation or amortization policies or rates. (including xii) Target has not experienced any actions taken pursuant to any “effects bargaining” at any of the facilities covered by a CBA) adverse change in Target’s condition (financial or such increases as are granted otherwise), assets, liabilities, stockholder’s equity, business, earnings or prospects except changes in the Ordinary Course of Business, (B) payment or agreement to pay any pension, retirement allowance, or other employee benefit not required by any Employee Benefit Plan to any Division Employee, whether past or present, other than in the Ordinary Course none of Business, or (C) entering into, adoption, amendment, or termination of any employment, bonus, severance, or retirement contract or collective bargaining agreement or adoption of any employee benefit plan or collective bargaining agreement, other than in the Ordinary Course of Business; (A) except for (x) sales of inventory in the Ordinary Course of Business and (y) leases entered into in the Ordinary Course of Business, any sale, lease, transfer, or other disposition of any Division Real Property or assets of the Division or (B) creation of any Security Interest (other than a Permitted Security Interest) on any material property or assets of the Division; (x) termination or amendment of, or entry into, any Material Contract; (xi) acquisition of any business or Person, by merger or consolidation, purchase of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or enter into any contract, letter of intent, or similar arrangement with respect to the foregoing; (xii) commitment to make any capital expenditure in excess of $500,000 which individually or $1,000,000 in the aggregate has been or will have a material adverse effect on the conduct of the business of Target or otherwise acquire any assets or properties (other than supplies or inventory in the Ordinary Course of Business) or entering into of any contract, letter of intent, or similar arrangement with respect be material to the foregoing;Target. (xiii) write-off as uncollectible of any notes Target has not agreed or accounts receivable, except write-offs in the Ordinary Course of Business charged committed to applicable reserves; (xiv) payment, discharge, settlement, waiver, cancellation, or satisfaction of any material claims, liabilities or obligations (contingent or otherwise), other than payments, discharges, settlements, waivers, cancellations, or satisfactions in the Ordinary Course of Business to the extent reflected or reserved against in the Financial Statements for the fiscal year ended December 31, 2006 or the Most Recent Financial Statements; (xv) change in accounting methods of the Solo Parties relating to the business of the Division; (xvi) plan, announcement, or implementation of any reduction in force, lay-off, early retirement program, severance program, or other program or effort concerning the termination of employment of any Division Employees (other than in the Ordinary Course of Business) or entry into negotiations for the purpose of making any amendments to any collective bargaining agreement; (xvii) entry into any transaction with an Affiliate that is not disclosed on Section 3(u) of the Disclosure Schedule pursuant to Section 3(u); (xviii) loans, advances, or capital contributions to, or investments in, any other Person (including Division Employees) by the Solo Parties other than (A) loans, advances, or capital contributions by the Solo Parties to CEGI or (B) advances for travel and other normal business expenses in the Ordinary Course of Business; (xix) cancellation or material reduction of any insurance coverage other than with respect to any Employee Benefit Plan in the Ordinary Course of Business; or (xx) agreement in writing to take any of the foregoing actionsforegoing.

Events Subsequent to Most Recent Fiscal Year End. Except as disclosed in Section 3(h) of the Disclosure Schedule, since Since the Most Recent Fiscal Year End with respect to the DivisionEnd, the Acquired Assets, or Business of the Assumed Liabilities, Company has been operated in the Ordinary Course of Business and there has not been anyany adverse change in the business, financial condition, operations, results of operations, or future prospects of the Company or the Business. Without limiting the generality of the foregoing, except as disclosed in writing herein or to the extent known to Buyer as a result of Buyers past employment relationship with the Seller, since that date: (i) Material Adverse Effect; (ii) amendment to the organizational documents of CEGI; (iii) issuance or sale of any shares of capital stock of CEGICompany has not sold, pledged, leased, transferred, or of any securities convertible or exchangeable into such shares; (iv) redemption, split, combination, or reclassification of the capital stock of CEGI; (v) incurrence of any Indebtedness; (vi) material settlement agreement entered into by the Solo Parties with respect to infringement or alleged infringement by the Solo Parties of any Intellectual Property; (vii) abandonment or invalidation by any Solo Party of any material Intellectual Property used primarily in the Division; (viii) (A) increase in any manner in the rate of compensation or benefits of any Division Employees, except as may be required under the CBAs or any existing employment agreements (including any actions taken pursuant to any “effects bargaining” at assigned any of the facilities covered by a CBA) Assets, tangible or such increases as are granted in the Ordinary Course of Business, (B) payment or agreement to pay any pension, retirement allowance, or other employee benefit not required by any Employee Benefit Plan to any Division Employee, whether past or presentintangible, other than in the Ordinary Course of Business, or (C) entering into, adoption, amendment, or termination of any employment, bonus, severance, or retirement contract or collective bargaining agreement or adoption of any employee benefit plan or collective bargaining agreement, other than for a fair consideration in the Ordinary Course of Business; (Aii) except for the Company has not imposed or permitted any Encumbrance upon any of the Assets; (xiii) sales of inventory in the Ordinary Course of Business and (y) leases entered into in the Ordinary Course of BusinessCompany has not issued any note, any sale, lease, transferbond, or other disposition of debt security or created, incurred, assumed, or guaranteed any Division Real Property indebtedness for borrowed money or assets of the Division or (B) creation of any Security Interest (other than a Permitted Security Interest) on any material property or assets of the Divisioncapitalized lease obligation; (xiv) termination there has been no change made or amendment of, authorized in the charter or entry into, any Material Contractbylaws of the Company; (xiv) acquisition the Company has not issued, sold, or otherwise disposed of any business or Person, by merger or consolidation, purchase of substantial assets or equity interestsits capital stock, or by granted any options, warrants, preemptive or other mannerrights to purchase or obtain (including upon conversion, in a single transaction or a series of related transactionsexchange, or enter into exercise) any contract, letter of intent, or similar arrangement with respect to the foregoingits capital stock; (xiivi) commitment to make the Company has not made any capital expenditure in excess of $500,000 individually or $1,000,000 in the aggregate or otherwise acquire any assets or properties (other than supplies or inventory in the Ordinary Course of Business) or entering into of any contract, letter of intentloan to, or similar arrangement with respect to the foregoingentered into any other transaction with, any of its directors, officers, employees, or stockholders; (xiiivii) write-off as uncollectible of the Company has not entered into any notes employment contract or accounts receivable, except write-offs in the Ordinary Course of Business charged to applicable reserves; (xiv) payment, discharge, settlement, waiver, cancellation, or satisfaction of any material claims, liabilities or obligations (contingent or otherwise), other than payments, discharges, settlements, waivers, cancellations, or satisfactions in the Ordinary Course of Business to the extent reflected or reserved against in the Financial Statements for the fiscal year ended December 31, 2006 or the Most Recent Financial Statements; (xv) change in accounting methods of the Solo Parties relating to the business of the Division; (xvi) plan, announcement, or implementation of any reduction in force, lay-off, early retirement program, severance program, or other program or effort concerning the termination of employment of any Division Employees (other than in the Ordinary Course of Business) or entry into negotiations for the purpose of making any amendments to any collective bargaining agreement;, written or oral, or modified the terms of any existing such contract or agreement; and (xviiviii) entry into any transaction with an Affiliate that is the Company has not disclosed on Section 3(u) of the Disclosure Schedule pursuant committed to Section 3(u); (xviii) loans, advances, or capital contributions to, or investments in, any other Person (including Division Employees) by the Solo Parties other than (A) loans, advances, or capital contributions by the Solo Parties to CEGI or (B) advances for travel and other normal business expenses in the Ordinary Course of Business; (xix) cancellation or material reduction of any insurance coverage other than with respect to any Employee Benefit Plan in the Ordinary Course of Business; or (xx) agreement in writing to take any of the foregoing actionsforegoing.

Events Subsequent to Most Recent Fiscal Year End. Except as disclosed in Section 3(hSince December 31, 2013, (a) of the Disclosure Schedule, since the Most Recent Fiscal Year End with respect to the Division, the Acquired Assets, or the Assumed Liabilities, there Company has not been any: (i) Material Adverse Effect; (ii) amendment to the organizational documents of CEGI; (iii) issuance or sale of any shares of capital stock of CEGI, or of any securities convertible or exchangeable into such shares; (iv) redemption, split, combination, or reclassification of the capital stock of CEGI; (v) incurrence of any Indebtedness; (vi) material settlement agreement entered into by the Solo Parties with respect to infringement or alleged infringement by the Solo Parties of any Intellectual Property; (vii) abandonment or invalidation by any Solo Party of any material Intellectual Property used primarily in the Division; (viii) (A) increase in any manner in the rate of compensation or benefits of any Division Employees, except as may be required under the CBAs or any existing employment agreements (including any actions taken pursuant to any “effects bargaining” at any of the facilities covered by a CBA) or such increases as are granted operated its business in the Ordinary Course of Business, (Bb) payment there has not been any Company Material Adverse Change and (c) the Company has not (i) issued any additional shares in its capital or agreement issued, sold or granted any option or right to pay any pension, retirement allowanceacquire, or other employee benefit not required by otherwise disposed of, any Employee Benefit Plan to of its authorized but unissued capital; (ii) repurchased, retired or redeemed any Division Employee, whether past or presentshares in its capital, other than in the redemption of the Company's Class A preferred shares; (iii) entered into any material transaction with any third party outside the Ordinary Course of Business; (iv) granted any registration rights, (v) adopted or authorized (A) any increase in the payments to or benefits under, any profit sharing, bonus or deferred compensation of its officers or directors, or (CB) entering intoany material increase in the payments to or benefits under, adoption, amendment, or termination of any employmentprofit sharing, bonus, severancedeferred compensation, savings, insurance, pension, retirement, or retirement contract other Employee Benefit Plan for or collective bargaining agreement with any employees; (vi) suffered damage to or adoption destruction of or loss of any employee benefit plan material asset or collective bargaining agreementproperty, other than whether or not covered by insurance; (vii) except as listed in the Ordinary Course Schedule 3.8, entered into, terminated, or received notice of Business; termination of (A) except for any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (xB) any Contract involving a total remaining commitment by or to a Purchased Company of at least $10,000; (viii) sold (other than sales of inventory in the Ordinary Course of Business and (y) leases entered into in Business), leased, or otherwise disposed of any material asset or property of it or mortgaged, pledged, or suffered imposition of any Lien on any material asset or property of it, including the Ordinary Course of Business, any sale, lease, transfer, or other disposition of any Division Real Property Intellectual Property; (ix) adopted a material change in the accounting methods used by it; or assets of the Division or (B) creation of any Security Interest (other than a Permitted Security Interest) on any material property or assets of the Division; (x) termination or amendment of, or entry into, any Material Contract; (xi) acquisition of any business or Person, by merger or consolidation, purchase of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or enter entered into any contractagreement, letter of intentwhether oral or written, or similar arrangement with respect to the foregoing; (xii) commitment to make any capital expenditure in excess of $500,000 individually or $1,000,000 in the aggregate or otherwise acquire any assets or properties (other than supplies or inventory in the Ordinary Course of Business) or entering into of any contract, letter of intent, or similar arrangement with respect to the foregoing; (xiii) write-off as uncollectible of any notes or accounts receivable, except write-offs in the Ordinary Course of Business charged to applicable reserves; (xiv) payment, discharge, settlement, waiver, cancellation, or satisfaction of any material claims, liabilities or obligations (contingent or otherwise), other than payments, discharges, settlements, waivers, cancellations, or satisfactions in the Ordinary Course of Business to the extent reflected or reserved against in the Financial Statements for the fiscal year ended December 31, 2006 or the Most Recent Financial Statements; (xv) change in accounting methods of the Solo Parties relating to the business of the Division; (xvi) plan, announcement, or implementation of any reduction in force, lay-off, early retirement program, severance program, or other program or effort concerning the termination of employment of any Division Employees (other than in the Ordinary Course of Business) or entry into negotiations for the purpose of making any amendments to any collective bargaining agreement; (xvii) entry into any transaction with an Affiliate that is not disclosed on Section 3(u) of the Disclosure Schedule pursuant to Section 3(u); (xviii) loans, advances, or capital contributions to, or investments in, any other Person (including Division Employees) by the Solo Parties other than (A) loans, advances, or capital contributions by the Solo Parties to CEGI or (B) advances for travel and other normal business expenses in the Ordinary Course of Business; (xix) cancellation or material reduction of any insurance coverage other than with respect to any Employee Benefit Plan in the Ordinary Course of Business; or (xx) agreement in writing to take do any of the foregoing actionsforegoing.

Events Subsequent to Most Recent Fiscal Year End. Except as disclosed set forth in Section 3(h) 4.8 of the Disclosure Schedule, since the Most Recent Fiscal Year End with respect to the Division, the Acquired Assets, or the Assumed Liabilities, End: (a) there has not been any: (i) any event, occurrence or development that has caused, or would reasonably be expected to cause, individually or in the aggregate, a Material Adverse EffectChange; (iib) amendment to none of the organizational documents of CEGI; (iii) issuance or sale of any shares of capital stock of CEGICompanies has sold, leased, transferred, or of any securities convertible or exchangeable into such shares; (iv) redemption, split, combination, or reclassification of the capital stock of CEGI; (v) incurrence of any Indebtedness; (vi) material settlement agreement entered into by the Solo Parties with respect to infringement or alleged infringement by the Solo Parties of any Intellectual Property; (vii) abandonment or invalidation by any Solo Party of any material Intellectual Property used primarily in the Division; (viii) (A) increase in any manner in the rate of compensation or benefits of any Division Employees, except as may be required under the CBAs or any existing employment agreements (including any actions taken pursuant to any “effects bargaining” at assigned any of the facilities covered by a CBA) its assets, tangible or such increases as are granted in the Ordinary Course of Business, (B) payment or agreement to pay any pension, retirement allowance, or other employee benefit not required by any Employee Benefit Plan to any Division Employee, whether past or presentintangible, other than in the Ordinary Course of Business, or (C) entering into, adoption, amendment, or termination of any employment, bonus, severance, or retirement contract or collective bargaining agreement or adoption of any employee benefit plan or collective bargaining agreement, other than for a fair consideration in the Ordinary Course of Business; (Ac) except for (x) sales of inventory in the Ordinary Course of Business and (y) leases entered into in the Ordinary Course of Business, any sale, lease, transfer, or other disposition of any Division Real Property or assets none of the Division or (B) creation Companies has imposed any Liens upon any of any Security Interest (its assets, other than a Permitted Security Interest) on any material property Liens, tangible or assets of the Divisionintangible; (xd) termination none of the Companies has made any capital expenditure (or amendment of, or entry into, any Material Contract; (xi) acquisition of any business or Person, by merger or consolidation, purchase of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, capital expenditures) either involving more than $50,000 each or enter into any contract, letter of intent, or similar arrangement with respect to the foregoing; (xii) commitment to make any capital expenditure in excess of $500,000 individually or $1,000,000 in the aggregate or otherwise acquire any assets or properties (other than supplies or inventory in the Ordinary Course of Business) or entering into of any contract, letter of intent, or similar arrangement with respect to the foregoing; (xiii) write-off as uncollectible of any notes or accounts receivable, except write-offs in the Ordinary Course of Business charged to applicable reserves; (xiv) payment, discharge, settlement, waiver, cancellation, or satisfaction of any material claims, liabilities or obligations (contingent or otherwise), other than payments, discharges, settlements, waivers, cancellations, or satisfactions in the Ordinary Course of Business to the extent reflected or reserved against in the Financial Statements for the fiscal year ended December 31, 2006 or the Most Recent Financial Statements; (xv) change in accounting methods of the Solo Parties relating to the business of the Division; (xvi) plan, announcement, or implementation of any reduction in force, lay-off, early retirement program, severance program, or other program or effort concerning the termination of employment of any Division Employees (other than in the Ordinary Course of Business) or entry into negotiations for the purpose of making any amendments to any collective bargaining agreement; (xvii) entry into any transaction with an Affiliate that is not disclosed on Section 3(u) of the Disclosure Schedule pursuant to Section 3(u); (xviii) loans, advances, or capital contributions to, or investments in, any other Person (including Division Employees) by the Solo Parties other than (A) loans, advances, or capital contributions by the Solo Parties to CEGI or (B) advances for travel and other normal business expenses in outside the Ordinary Course of Business; (xixe) cancellation none of the Companies has issued any note, bond, or material reduction other debt security or created, incurred, assumed, or guaranteed any Indebtedness either involving more than $50,000 singly or $100,000 in the aggregate; (f) there has been no change made or authorized in the Organizational Documents of any insurance coverage of the Companies; (g) none of the Companies has issued, sold, or otherwise disposed of any of its equity interests, or granted any options, warrants, or other than rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its equity interests; (h) none of the Companies has declared, set aside, or paid any dividend or made any distribution with respect to its equity interests (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its equity interests; (i) none of the Companies has adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other material 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 in the Ordinary Course of Business; orPlan); (xxj) agreement in writing to take neither SM Holdings, SSY Holdings nor any of the foregoing actionsCompanies has: (A) made any change in its Tax reporting or accounting principles; (B) settled or compromised any Tax Liability; (C) made, changed or rescinded any Tax election; (D) surrendered any right in respect of Taxes (including any right to claim a Tax abatement, reduction, exemption, credit or refund); (E) filed any amended Tax Return; or (F) consented to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; and (k) none of the Companies has committed to any of the above.

Events Subsequent to Most Recent Fiscal Year End. Except as disclosed in Section 3(h) of the Disclosure Schedule, since Since the Most Recent Fiscal Year End with respect to the Division, the Acquired Assets, or the Assumed LiabilitiesEnd, there has not been anyany Material Adverse Effect, and neither the Company nor any of its Subsidiaries has since that date: (i) Material Adverse Effect; (ii) amendment to the organizational documents of CEGI; (iii) issuance or sale of any shares of capital stock of CEGIsold, leased, transferred, or assigned any asset outside of any securities convertible or exchangeable into such shares; (iv) redemption, split, combination, or reclassification of the capital stock of CEGI; (v) incurrence of any Indebtedness; (vi) material settlement agreement entered into by the Solo Parties with respect to infringement or alleged infringement by the Solo Parties of any Intellectual Property; (vii) abandonment or invalidation by any Solo Party of any material Intellectual Property used primarily in the Division; (viii) (A) increase in any manner in the rate of compensation or benefits of any Division Employees, except as may be required under the CBAs or any existing employment agreements (including any actions taken pursuant to any “effects bargaining” at any of the facilities covered by a CBA) or such increases as are granted in the Ordinary Course of Business, (B) payment or agreement to pay any pension, retirement allowance, or other employee benefit not required by any Employee Benefit Plan to any Division Employee, whether past or present, other than in the Ordinary Course of Business, or (C) entering into, adoption, amendment, or termination of any employment, bonus, severance, or retirement contract or collective bargaining agreement or adoption of any employee benefit plan or collective bargaining agreement, other than in the Ordinary Course of Business; (Aii) except for (x) sales of inventory in the Ordinary Course of Business and (y) leases entered into in the Ordinary Course of Business, made any sale, lease, transfer, or other disposition of any Division Real Property or assets of the Division or (B) creation of any Security Interest (other than a Permitted Security Interest) on any material property or assets of the Division; (x) termination or amendment of, or entry into, any Material Contract; (xi) acquisition of any business or Person, by merger or consolidation, purchase of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or enter into any contract, letter of intent, or similar arrangement with respect to the foregoing; (xii) commitment to make any capital expenditure in excess of $500,000 individually or $1,000,000 in the aggregate or otherwise acquire any assets or properties (other than supplies or inventory in the Ordinary Course of Business) or entering into of any contract, letter of intent, or similar arrangement with respect to the foregoing; (xiii) write-off as uncollectible of any notes or accounts receivable, except write-offs in the Ordinary Course of Business charged to applicable reserves; (xiv) payment, discharge, settlement, waiver, cancellation, or satisfaction of any material claims, liabilities or obligations (contingent or otherwise), other than payments, discharges, settlements, waivers, cancellations, or satisfactions in the Ordinary Course of Business to the extent reflected or reserved against in the Financial Statements for the fiscal year ended December 31, 2006 or the Most Recent Financial Statements; (xv) change in accounting methods of the Solo Parties relating to the business of the Division; (xvi) plan, announcement, or implementation of any reduction in force, lay-off, early retirement program, severance program, or other program or effort concerning the termination of employment of any Division Employees (other than in the Ordinary Course of Business) or entry into negotiations for the purpose of making any amendments to any collective bargaining agreement; (xvii) entry into any transaction with an Affiliate that is not disclosed on Section 3(u) of the Disclosure Schedule pursuant to Section 3(u); (xviii) loans, advances, or capital contributions to, or investments in, any other Person (including Division Employees) by the Solo Parties other than (A) loans, advances, or capital contributions by the Solo Parties to CEGI or (B) advances for travel and other normal business expenses in outside the Ordinary Course of Business; (xixiii) cancellation made any capital investment in, or any material reduction loan to, any other Person outside the Ordinary Course of Business; (iv) amended or authorized the amendment of its charter or bylaws; (v) issued, sold, or otherwise disposed of any insurance coverage of its capital stock, or granted any options, warrants or other than rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (vi) 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; (vii) made any loan or advance to any Person outside the Ordinary Course of Business; (viii) entered into any transaction with, any of its directors, officers, employees or stockholders outside the Ordinary Course of Business; (ix) entered into any employment contract or collective bargaining agreement or modified the terms of any existing such contract or agreement; (x) granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) 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 Plan); (xii) made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; or (xxxiii) agreement in writing committed to take any of the foregoing actionsforegoing.

Events Subsequent to Most Recent Fiscal Year End. Except as disclosed Since December 31, 2016, Target and each Subsidiary has conducted its operations in Section 3(h) the Ordinary Course of the Disclosure Schedule, since the Most Recent Fiscal Year End with respect to the Division, the Acquired Assets, or the Assumed Liabilities, Business and there has not been any:any occurrence, change, development or event that has had or would reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, since December 31, 2016, except as set forth on Schedule 4(j): (i) Material Adverse Effect;Neither Target nor any Subsidiary has amended its certificate of formation, operating agreement or other organizational documents. (ii) amendment to the organizational documents of CEGI; (iii) issuance or sale of any shares of capital stock of CEGI, or of any securities convertible or exchangeable into such shares; (iv) redemption, split, combination, or reclassification of the capital stock of CEGI; (v) incurrence of any Indebtedness; (vi) material settlement agreement entered into by the Solo Parties with respect to infringement or alleged infringement by the Solo Parties of any Intellectual Property; (vii) abandonment or invalidation by any Solo Party of any material Intellectual Property used primarily in the Division; (viii) (A) increase in any manner in the rate of compensation or benefits of any Division Employees, except as may be required under the CBAs or any existing employment agreements (including any actions taken pursuant to any “effects bargaining” at any of the facilities covered by a CBA) or such increases as are granted Except in the Ordinary Course of Business, (B) payment neither Target nor any Subsidiary has abandoned or agreement to pay any pensionlet lapse, retirement allowancesold, leased, transferred, or assigned any material assets, including leases, licenses, agreements, or Intangible Assets. (iii) Neither Target nor any Subsidiary has entered into any material agreement, contract, lease, or license outside the Ordinary Course of Business (except for this Agreement). (iv) Neither Target nor any Subsidiary has accelerated, terminated, made material modifications to, or canceled any Material Contract outside the Ordinary Course of Business. (v) Neither Target nor any Subsidiary has had imposed on it any Lien on any of its assets, tangible or intangible, or made any capital expenditures in excess of $100,000. (vi) Neither Target nor any Subsidiary has issued, sold, or otherwise disposed of any of its equity interests, or granted any options, warrants, equity-based awards or other employee benefit rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its equity interests. (vii) Neither Target nor any Subsidiary has experienced any material damage, destruction, or loss (whether or not required covered by insurance) affecting its properties, assets, business, or prospects. (viii) Neither Target nor any Employee Benefit Plan to Subsidiary has advanced any Division Employeemoney or other property or made any loan to, whether past or presententered into any other transaction with, other than any of its current or former managers, directors, officers, employees or Affiliates. (ix) Except for the execution of standard nondisclosure agreements with employees in the Ordinary Course of Business, neither Target nor any Subsidiary has entered into any employment or similar Contract or any collective bargaining agreement, or modified the terms of any such existing contract or agreement. (Cx) entering intoNeither Target nor any Subsidiary has granted (or promised to grant) any increase in the compensation or fringe benefits of any of its current or former directors, officers, and employees, or adopted, amended, modified, or terminated (or announced or otherwise committed to any such adoption, amendment, or termination of any employment, bonus, severancemodification, or retirement contract or collective bargaining agreement or adoption of termination) any employee benefit plan or collective bargaining agreement, other than in the Ordinary Course of Business;Employee Benefit Plan. (Axi) Neither Target nor any Subsidiary has made any loans or advances of money or changed its existing credit arrangements with any bank or other financial institution. (xii) Neither Target nor any Subsidiary has made any change in accounting methods or practices or any change in depreciation or amortization policies or rates. (xiii) Neither Target nor any Subsidiary has experienced any adverse change in its condition (financial or otherwise), assets, liabilities, member’s equity, business, earnings or prospects except for (x) sales of inventory in the Ordinary Course of Business and (y) leases entered into changes in the Ordinary Course of Business, any sale, lease, transfer, none of which has been or other disposition of any Division Real Property or assets of the Division or (B) creation of any Security Interest (other than will have a Permitted Security Interest) on any material property or assets of the Division; (x) termination or amendment of, or entry into, any Material Contract; (xi) acquisition of any business or Person, by merger or consolidation, purchase of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or enter into any contract, letter of intent, or similar arrangement with respect to the foregoing; (xii) commitment to make any capital expenditure in excess of $500,000 individually or $1,000,000 in the aggregate Adverse Effect or otherwise acquire any assets be material to Target or properties (other than supplies or inventory in the Ordinary Course of Business) or entering into of any contract, letter of intent, or similar arrangement with respect to the foregoing; (xiii) write-off as uncollectible of any notes or accounts receivable, except write-offs in the Ordinary Course of Business charged to applicable reserves;such Subsidiary. (xiv) payment, discharge, settlement, waiver, cancellation, Neither Target nor any Subsidiary has agreed or satisfaction of any material claims, liabilities or obligations (contingent or otherwise), other than payments, discharges, settlements, waivers, cancellations, or satisfactions in the Ordinary Course of Business committed to the extent reflected or reserved against in the Financial Statements for the fiscal year ended December 31, 2006 or the Most Recent Financial Statements; (xv) change in accounting methods of the Solo Parties relating to the business of the Division; (xvi) plan, announcement, or implementation of any reduction in force, lay-off, early retirement program, severance program, or other program or effort concerning the termination of employment of any Division Employees (other than in the Ordinary Course of Business) or entry into negotiations for the purpose of making any amendments to any collective bargaining agreement; (xvii) entry into any transaction with an Affiliate that is not disclosed on Section 3(u) of the Disclosure Schedule pursuant to Section 3(u); (xviii) loans, advances, or capital contributions to, or investments in, any other Person (including Division Employees) by the Solo Parties other than (A) loans, advances, or capital contributions by the Solo Parties to CEGI or (B) advances for travel and other normal business expenses in the Ordinary Course of Business; (xix) cancellation or material reduction of any insurance coverage other than with respect to any Employee Benefit Plan in the Ordinary Course of Business; or (xx) agreement in writing to take any of the foregoing actionsforegoing.

Events Subsequent to Most Recent Fiscal Year End. Except Since the date of the Most Recent Fiscal Year End, there has not been any Material Adverse Change. Without limiting the generality of the foregoing, since that date, except as disclosed set forth in Section 3(h3(i) of the Disclosure Schedule, since the Most Recent Fiscal Year End with respect to the Division, the Acquired Assets, or the Assumed Liabilities, there has not been any: (i) Material Adverse Effect; (ii) amendment to the organizational documents none of CEGI; (iii) issuance or sale of any shares of capital stock of CEGICompany, IAA, or of any securities convertible or exchangeable into such shares; (iv) redemptionIAJ has sold, splitleased, combinationtransferred, or reclassification of the capital stock of CEGI; (v) incurrence of any Indebtedness; (vi) material settlement agreement entered into by the Solo Parties with respect to infringement or alleged infringement by the Solo Parties of any Intellectual Property; (vii) abandonment or invalidation by any Solo Party of any material Intellectual Property used primarily in the Division; (viii) (A) increase in any manner in the rate of compensation or benefits of any Division Employees, except as may be required under the CBAs or any existing employment agreements (including any actions taken pursuant to any “effects bargaining” at assigned any of the facilities covered by a CBA) or such increases as are granted in the Ordinary Course of Business, (B) payment or agreement to pay any pension, retirement allowance, or other employee benefit not required by any Employee Benefit Plan to any Division Employee, whether past or presentits assets, other than in the Ordinary Course of Business, inventory or (C) entering into, adoption, amendment, supplies sold or termination of any employment, bonus, severance, or retirement contract or collective bargaining agreement or adoption of any employee benefit plan or collective bargaining agreement, other than used in the Ordinary Course of Business; (Aii) except for (x) sales none of inventory in the Ordinary Course of Business and (y) leases entered into in the Ordinary Course of BusinessCompany, any sale, lease, transferIAA, or other disposition IAJ has delayed or postponed the payment of any Division Real Property or assets of the Division or (B) creation of any Security Interest (other than a Permitted Security Interest) on any material property or assets of the Division; (x) termination or amendment of, or entry into, any Material Contract; (xi) acquisition of any business or Person, by merger or consolidation, purchase of substantial assets or equity interests, or by any other manner, in a single transaction or a series of related transactions, or enter into any contract, letter of intent, or similar arrangement with respect to the foregoing; (xii) commitment to make any capital expenditure in excess of $500,000 individually or $1,000,000 in the aggregate or otherwise acquire any assets or properties (other than supplies or inventory in the Ordinary Course of Business) or entering into of any contract, letter of intent, or similar arrangement with respect to the foregoing; (xiii) write-off as uncollectible of any notes or accounts receivable, except write-offs in the Ordinary Course of Business charged to applicable reserves; (xiv) payment, discharge, settlement, waiver, cancellation, or satisfaction of any material claims, liabilities or obligations (contingent or otherwise), other than payments, discharges, settlements, waivers, cancellations, or satisfactions in the Ordinary Course of Business to the extent reflected or reserved against in the Financial Statements for the fiscal year ended December 31, 2006 or the Most Recent Financial Statements; (xv) change in accounting methods of the Solo Parties relating to the business of the Division; (xvi) plan, announcement, or implementation of any reduction in force, lay-off, early retirement program, severance program, or other program or effort concerning the termination of employment of any Division Employees (other than in the Ordinary Course of Business) or entry into negotiations for the purpose of making any amendments to any collective bargaining agreement; (xvii) entry into any transaction with an Affiliate that is not disclosed on Section 3(u) of the Disclosure Schedule pursuant to Section 3(u); (xviii) loans, advances, or capital contributions to, or investments in, any other Person (including Division Employees) by the Solo Parties other than (A) loans, advances, or capital contributions by the Solo Parties to CEGI or (B) advances for travel payable and other normal business expenses in liabilities outside the Ordinary Course of Business; (xixiii) cancellation there has been no change made or material reduction authorized in the charter or bylaws of either Company or IAJ or the certificate of formation or limited liability company agreement of IAA; (iv) none of Company, IAA, or IAJ has issued, sold or otherwise disposed of any insurance coverage of its capital stock or membership interests or granted any options, warrants, or other than rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock or membership interests, except as set forth in Section 3(b) of the Disclosure Schedule and except for the issuance of common stock in the event an option holder exercises outstanding stock options after the date hereof; (v) none of Company, IAA, or IAJ has declared, set aside, or paid any dividend or distribution with respect to its capital stock (other than cash dividends which have been or will be declared and paid prior to the Closing) or redeemed, purchased, or otherwise acquired any Employee Benefit Plan of its capital stock or membership interests; (vi) none of Company, IAA, or IAJ has made any loan to, or entered into any other transaction with, any of its stockholders, directors, officers, or employees (or any Affiliate of any thereof) (other than employment); (vii) none of Company, IAA, or IAJ has made any change in employment terms for any of its directors, officers or employees outside the Ordinary Course of Business; orand (xxviii) agreement in writing none of Company, IAA, or IAJ has committed to take do any of the foregoing actionsforegoing.