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

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End, Seller has operated consistent with past custom and practice, including with respect to quantity and frequency and in compliance with all applicable laws and regulations (the “Ordinary Course of Business”); all of Seller’s financial statements for monthly periods since the Most Recent Fiscal Year End have been prepared on a consistent basis; and there has not been any Material Adverse Effect. Without limiting the generality of the foregoing since that date: (i) no party (including Seller) has accelerated, terminated, made material modifications to, or canceled any material agreement, contract, lease, or license to which any of Seller or its Affiliates is a party or by which any of them is bound; (ii) Seller has not imposed any Security Interest upon any of its assets, tangible or intangible other than Permitted Liens; (iii) Seller has not granted any license or sublicense of or Security Interest in any material rights under or with respect to any Intellectual Property; (iv) Seller has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to the Purchased Assets; (v) Except as set forth on Schedule 3.1(f)(v) to the Seller Disclosure Letter, Seller has not granted any increase in the base compensation of any of its directors, officers, and employees outside of the Ordinary Course of Business; (vi) Seller has not suffered any Material Adverse Effect and no event has occurred which, so far as reasonably can be foreseen, may result in any such Material Adverse Effect;

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End, Seller has operated consistent with past custom and practice, including with respect to quantity and frequency and in compliance with all applicable laws and regulations (the “Ordinary Course of Business”); all of Seller’s financial statements for monthly periods since the Most Recent Fiscal Year End have been prepared on a consistent basis; and there has not been any Material Adverse Effect. Without limiting the generality of the foregoing since that date: (i) no party (including Seller) has accelerated, terminated, made material modifications to, or canceled any material agreement, contract, lease, or license to which any of Seller or its Affiliates is a party or by which any of them is bound; (ii) Seller has not imposed any Security Interest upon any of its assets, tangible or intangible other than Permitted Liens; (iii) Seller has not granted any license or sublicense of or Security Interest in any material rights under or with respect to any Intellectual Property; (iv) Seller has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to the Purchased Assets; (v) Except as set forth on Schedule 3.1(f)(v) to the Seller Disclosure Letter, Seller has not granted any increase in the base compensation of any of its directors, officers, and employees outside of the Ordinary Course of Business; (vi) Seller has not suffered any Material Adverse Effect and to the knowledge of Seller and each Shareholder, no event has occurred which, so far as reasonably can be foreseen, may result in any such Material Adverse Effect;

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End, Seller has operated consistent with past custom and practice, including with respect to quantity and frequency and and, to the knowledge of Seller, in compliance with all applicable laws and regulations (the “Ordinary Course of Business”); all of Seller’s financial statements for monthly periods since the Most Recent Fiscal Year End have been prepared on a consistent basisin accordance with GAAP, consistently applied; and there has not been any Material Adverse EffectEffect in the business, financial condition, operations, results of operations, or future prospects of Seller taken as a whole. Without limiting the generality of the foregoing since that date: (i) no party (including Seller) has accelerated, terminated, made material modifications to, or canceled any material agreement, contract, lease, or license to which any of Seller or its Affiliates is a party or by which any of them is bound; (ii) Seller has not imposed any Security Interest upon any of its assets, tangible or intangible other than Permitted Liensintangible; (iii) Seller has not granted any license or sublicense of or a Security Interest in any material rights under or with respect to any Intellectual Property; (iv) Seller has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to the Purchased Assets; (v) Except as set forth on Schedule 3.1(f)(v) to the Seller Disclosure Letter, Seller has not granted any increase in the base compensation of any of its directors, officers, and employees outside of the Ordinary Course of Business; (vi) Seller has not suffered any Material Adverse Effect and no event has occurred whichand, so far as reasonably can be foreseen, no event has occurred which may result in any such Material Adverse Effect; (vii) Seller has not committed to do any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since Except as set forth on §3(ee) of the Disclosure Schedule, since the Most Recent Fiscal Year End, Seller has operated consistent with past custom and practice, including with respect to quantity and frequency and in compliance with all applicable laws and regulations (the “Ordinary Course of Business”); all of Seller’s financial statements for monthly periods since the Most Recent Fiscal Year End have been prepared on a consistent basis; and there has not been any Material Adverse EffectChange. Without limiting the generality of the foregoing foregoing, since that date: (i) no party (including Seller) Target has accelerated, terminated, made material modifications to, or canceled not entered into any material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $5,000 or which is outside the Ordinary Course of Business; (ii) no party (including Target) has accelerated, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) to which any of Seller or its Affiliates Target is a party or by which any of them Target is bound; (iiiii) Seller Target has not imposed made any Security Interest upon any capital expenditure (or series of its assets, tangible related capital expenditures) either (A) involving more than $5,000 or intangible other than Permitted Liens(B) outside the Ordinary Course of Business; (iiiiv) Seller Target has not engaged in any efforts outside the Ordinary Course of Business to accelerate the collection of any accounts receivable, other than efforts in accordance with past custom and practice to collect accounts receivable that are past due; (v) Target has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (vi) Target has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) except in the Ordinary Course of Business; (vii) Target has not transferred, assigned, or granted any license or sublicense of or Security Interest in any material rights under or with respect to any Intellectual PropertyProperty except in the Ordinary Course of Business; (ivviii) Seller Target has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to the Purchased Assetsits property; (vix) Except as set forth on Schedule 3.1(f)(vTarget is not a party to any employment contract that has not been disclosed to Buyer, or any collective bargaining agreement, written or oral; (x) to the Seller Disclosure Letter, Seller Target has not granted any increase in the base compensation of any of its directorscurrent managers, officers, officers and employees outside of the Ordinary Course of Business; (vixi) Seller Target does not have any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its managers, officers and employees that has not suffered been disclosed to Buyer; (xii) Target has not made any Material Adverse Effect other change in employment terms for any of its managers, officers and no event employees outside the Ordinary Course of Business; (xiii) Target has occurred which, so far as reasonably can be foreseen, may result not made any loans or advances of money; (xiv) Target has not engaged in any such Material Adverse Effect;transaction outside the Ordinary Course of Business; and (xv) Target has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since Except as otherwise disclosed in §3(h) of the Disclosure Schedule, since the Most Recent Fiscal Year End, Seller has operated consistent with past custom and practice, including with respect to quantity and frequency and in compliance with all applicable laws and regulations (the “Ordinary Course of Business”); all of Seller’s financial statements for monthly periods since the Most Recent Fiscal Year End have been prepared on a consistent basis; and there has not been any Material Adverse Effect. Without limiting the generality of the foregoing since that date: (i) Sellers have not sold, leased, transferred, or assigned any material assets, tangible or intangible, outside the Ordinary Course of Business; (ii) Sellers have not entered into any material agreement, contract, lease, or license outside the Ordinary Course of Business; (iii) no party (including SellerSellers) has accelerated, terminated, made material modifications to, or canceled cancelled any material agreement, contract, lease, or license to which any of Seller or its Affiliates is a party or by which any of them it is bound; (iiiv) Seller has Sellers have not imposed or suffered any Security Interest Lien, which Lien results in a Material Adverse Change upon any of its their assets, tangible or intangible other than Permitted Liensintangible; (iiiv) Seller has Sellers have not made any capital expenditures outside the Ordinary Course of Business; (vi) Sellers have not made any capital investment in, or any loan to, any other Person outside the Ordinary Course of Business; (vii) Sellers have not transferred, assigned, or granted any license or sublicense of or Security Interest in any material rights under or with respect to any Intellectual Property; (ivviii) Seller has Sellers have not experienced any material damage, destruction, or loss (whether or not covered by insurance) to the Purchased their Business or Acquired Assets; (vix) Except as set forth on Schedule 3.1(f)(v) to the Seller Disclosure Letter, No Seller has not entered into or terminated any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (x) No Seller has granted any increase in the base compensation of any of its directors, officers, and employees outside of the Ordinary Course of Business; (vixi) No Seller has not suffered adopted, amended, modified, or terminated any Material Adverse Effect bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and no event has occurred which, so far as reasonably can be foreseen, may result in employees (or taken any such Material Adverse Effect;action with respect to any other Employee Benefit Plan); and (xii) Sellers have not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End, Seller has operated consistent with past custom and practice, including with respect to quantity and frequency and in compliance with all applicable laws and regulations (the “Ordinary Course of Business”); all of Seller’s financial statements for monthly periods since the Most Recent Fiscal Year End have been prepared on a consistent basisin accordance with GAAP (excluding all footnote disclosure required thereunder), consistently applied; and there has not been any Material Adverse Effect. Without limiting the generality of the foregoing since that date: (i) no party (including Seller) has accelerated, terminated, made material modifications to, or canceled any material agreement, contract, lease, or license to which any of Seller or its Affiliates is a party or by which any of them is bound; (ii) Seller has not imposed any Security Interest upon any of its assets, tangible or intangible other than Permitted Liensintangible; (iii) Seller has not granted any license or sublicense of or Security Interest in any material rights under or with respect to any Intellectual Property; (iv) Seller has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to the Purchased Assets; (v) Except as set forth on Schedule 3.1(f)(v) to the Seller Disclosure Letter, Seller has not granted any increase in the base compensation of any of its directors, officers, and employees outside of the Ordinary Course of Business; (vi) Seller has not suffered any Material Adverse Effect and no event has occurred which, so far as reasonably can be foreseen, may result in any such Material Adverse Effect;

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End, Seller has operated consistent with past custom and practice, including with respect to quantity and frequency and in compliance with all applicable laws and regulations (the “Ordinary Course of Business”); all of Seller’s financial statements for monthly periods since the Most Recent Fiscal Year Asset Purchase Agreement End have been prepared on a consistent basis; and there has not been any Material Adverse Effect. Without limiting the generality of the foregoing since that date: (i) no party (including Seller) has accelerated, terminated, made material modifications to, or canceled any material agreement, contract, lease, or license to which any of Seller or its Affiliates is a party or by which any of them is bound; (ii) Seller has not imposed any Security Interest upon any of its assets, tangible or intangible other than Permitted Liensintangible; (iii) Seller has not granted any license or sublicense of or Security Interest in any material rights under or with respect to any Intellectual Property; (iv) Seller has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to the Purchased Assets; (v) Except as set forth on Schedule 3.1(f)(v) to the Seller Disclosure Letter, Seller has not granted any increase in the base compensation of any of its directors, officers, and employees outside of the Ordinary Course of Business; (vi) Seller has not suffered any Material Adverse Effect and no event has occurred which, so far as reasonably can be foreseen, may result in any such Material Adverse Effect;