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

Events Subsequent to Most Recent Fiscal Year End. Except as set forth in Section 4(j) of the Sellers Disclosure Schedule, since December 31, 2014, (A) each Target and, solely with respect to the Business, each of its Affiliates, has conducted the Business in the Ordinary Course of Business, and (B) there has not occurred any event or events that, individually or in the aggregate, have resulted in, or would reasonably be expected to result in, a Material Adverse Effect. Without limiting the generality of the foregoing, since December 31, 2014: (i) no Target or any of its Affiliates has sold, leased, transferred, exclusively licensed or assigned any Business Assets outside the Ordinary Course of Business; (ii) no Target or any of its Affiliates has entered into any Material Contracts or any other material agreement, contract, lease, or license in connection with the Business outside the Ordinary Course of Business; (iii) no Target or any of its Affiliates has accelerated, terminated, made material modifications to, waived or released any material rights or claims under, or canceled any Material Contract or any other material agreement, contract, lease, or license to which it is a party or by which it is bound in connection with the Business outside the Ordinary Course of Business; (iv) none of the Targets or, solely with respect to the Business, their Affiliates, have made any change in, to the extent applicable, its underwriting, reinsurance, claim processing and payment, selling, reserving, financial accounting or investment policies, guidelines, practices or principles (other than any change required by applicable Laws, or in respect of underwriting or claims administration, in the Ordinary Course of Business); (v) no Target has entered into any new line of business; (vi) no Target or any of its Affiliates has incurred any Lien (other than Permitted Encumbrances) upon any Business Assets; (vii) no Target has made any capital expenditures in excess of $50,000, individually or in excess of $200,000 in the aggregate; (viii) no Target has made any material capital investment in, or any material loan to, any other Person; (ix) no Target has made a loan to or guaranteed the obligations of any other Person or created, incurred, or assumed more than $50,000 in aggregate indebtedness for borrowed money and capitalized lease obligations; (x) no Target or any of its Affiliates has transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Business Intellectual Property; (xi) there has been no change made or authorized in the Organizational Documents of any Target; (xii) no Target or any of its Affiliates has issued, delivered, transferred, sold, pledged or otherwise disposed of or encumbered any Capital Stock of any Target or any securities convertible into or exchangeable for any such Capital Stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any such Capital Stock; (xiii) no contribution of capital has been made to any Target by Sellers, their Affiliates or any other Person; (xiv) no Target has 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 shares (or other applicable units) of its Capital Stock or other securities, and none of the Targets or their Affiliates have effected any recapitalization, reclassification, stock split or like change in the capitalization of any Target; (xv) no Target has experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property, and no Affiliate of the Targets has experienced any material damage, destruction, or loss (whether or not covered by insurance) to any Transferred Asset; (xvi) no Target or any of its Affiliates has made any loan to any Business Employee, or entered into any other transaction with any Business Employee; (xvii) no Target or any of its Affiliates has entered into, modified the terms of or terminated any employment or service Contract, written or oral, with any Business Employee or modified the terms of any existing such Contract; (xviii) no Target or any of its Affiliates has increased the compensation or benefits of any Business Employees, other than increases in base compensation in the Ordinary Course of Business; (xix) no Target or any of its Affiliates has made any material change in the terms of employment or service for any Business Employee (other than changes required by applicable Laws); (xx) no Target or any of its Affiliates has adopted, amended or terminated any Employee Benefit Plan (other than changes required by applicable Laws); (xxi) no Target or any of its Affiliates has hired or terminated any officers or key employees with respect to the Business; (xxii) no Target or any of its Affiliates has implemented any employee layoffs with respect to Business Employees requiring notice under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar state, local, or non-U.S. law, regulation, or ordinance (collectively the “WARN Act”); (xxiii) no Target or, solely with respect to the Business, any of its Affiliates, has settled or compromised or agreed to the dismissal of any Action or threatened Action (in each case, except for claims under any Insurance Contracts within applicable policy limits), other than settlements or compromises that involved solely cash payments of less than $50,000 in the aggregate; and (xxiv) no Target or any of its Affiliates has committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Except as set forth in Section 4(j) Since the Most Recent Fiscal Year End, and except for the execution by the Company of the Sellers Disclosure ScheduleEmployment Agreements and Retention Bonus Agreements pursuant hereto and for such other action expressly required to be taken by the Company hereunder, since December 31thereunder or under any of the other Sellers' Transaction Documents, 2014or transactions expressly required hereunder, (A) each Target andthereunder or under any of the Sellers' Transaction Documents, solely with respect to the Business, each of its Affiliates, has conducted the Business in the Ordinary Course of Business, and (B) there has not occurred been any event or events that, individually or adverse change in the aggregatebusiness, have resulted infinancial condition, operations, results of operations, or future prospects of the Company that has or would reasonably be expected to result in, have a Material Adverse Effect. Without limiting the generality of the foregoing, since December 31that date and except either (A) as expressly required hereunder or expressly required under any of the other Sellers' Transaction Documents, 2014or (B) as otherwise set forth in ss.4(h) of the Disclosure Schedule: (i) no Target or any of its Affiliates the Company has not sold, leased, transferred, exclusively licensed or assigned any Business Assets outside of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) no Target or any of its Affiliates the Company has not entered into any Material Contracts or any other material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either (x) involving more than $500,000, individually, for the provision of labor, services or materials for customers entered into in connection with the Ordinary Course of Business ("Ordinary Course Contracts"); (y) involving more than $500,000, individually or in the aggregate, excluding all Ordinary Course Contracts; or (z) outside of the Ordinary Course of Business; (iii) no Target or any of its Affiliates party (including the Company) has accelerated, terminatedterminated (except with respect to those agreements, made material modifications tocontracts, waived leases or released any material rights or claims underlicenses which have expired by their express terms), modified, or canceled any Material Contract or any other material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $500,000, individually or in the aggregate, to which it the Company is a party or by which it is bound bound; (iv) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible, other than in connection with the Business acquisition of machinery and equipment in the Ordinary Course of Business; (v) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than $500,000, individually or in the aggregate, or outside the Ordinary Course of Business; (ivvi) none the Company has not made any capital investment in, any loan to, or any acquisition of the Targets orsecurities or assets of, solely with respect to any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $15,000 or outside the Ordinary Course of Business; (vii) the Company has not issued any note, their Affiliatesbond, have made or other debt security or created, incurred, assumed, or guaranteed any change inindebtedness for borrowed money or capitalized lease obligation either involving more than $15,000, to individually or in the extent applicableaggregate, its underwriting, reinsurance, claim processing and payment, selling, reserving, financial accounting or investment policies, guidelines, practices or principles (other than any change required by applicable Laws, or in respect connection with the acquisition of underwriting or claims administration, machinery and equipment in the Ordinary Course of Business); (v) no Target has entered into any new line of business; (vi) no Target or any of its Affiliates has incurred any Lien (other than Permitted Encumbrances) upon any Business Assets; (vii) no Target has made any capital expenditures in excess of $50,000, individually or in excess of $200,000 in the aggregate; (viii) no Target the Company has made any material capital investment in, not delayed or any material loan to, any postponed the payment of accounts payable and other PersonLiabilities outside the Ordinary Course of Business; (ix) no Target the Company has made a loan to not canceled, compromised, waived, or guaranteed released any right or claim (or series of related rights and claims) either (A) involving any of the obligations Sellers, any of the Company's directors or officers, any Associate of any other Person Seller, any Associate of any of the Company's directors or createdofficers, incurredCUBS Construction or Golf Corporation or any of their officers, directors, stockholders or employees, or assumed more than $50,000 in aggregate indebtedness for borrowed money and capitalized lease obligationsany of the Seller Receivables,, or (B) outside the Ordinary Course of Business; (x) no Target or any of its Affiliates the Company has transferred, assigned, or not granted any license or sublicense of any rights under or with respect to any Business Intellectual Property; (xi) there has been no change made or authorized in the Organizational Documents articles of any Targetincorporation or bylaws of the Company; (xii) no Target or any of its Affiliates the Company has not issued, delivered, transferred, sold, pledged or otherwise disposed of or encumbered any Capital Stock of any Target or any securities convertible into or exchangeable for any such Capital Stockits capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any such Capital Stockof its capital stock; (xiii) no contribution of capital the Company has been made to any Target by Sellers, their Affiliates or any other Person; (xiv) no Target has not declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any shares (or other applicable units) of its Capital Stock or other securities, and none of the Targets or their Affiliates have effected any recapitalization, reclassification, stock split or like change in the capitalization of any Targetcapital stock; (xvxiv) no Target the Company has experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property, and no Affiliate of the Targets has experienced any material damage, destruction, or loss (whether or not covered by insurance) to any Transferred Assetof its material property in excess of $500,000, individually or in the aggregate; (xvixv) no Target or any of its Affiliates the Company has not made any loan to, entered into any incentive compensation or bonus agreement or program, distributed or agreed to distribute any funds outside of the Ordinary Course of Business Employeeto, or entered into any other transaction with with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvi) except as expressly provided in this Agreement or any of the other Sellers' Transaction Documents, the Company has not made any loan to, entered into any incentive compensation or bonus agreement or program, distributed or agreed to distribute any funds outside of the Ordinary Course of Business Employeeto, or entered into any other transaction with, any of the Sellers; (xvii) no Target except as expressly provided by this Agreement or any of its Affiliates the other Sellers' Transaction documents, the Company has not entered intointo any agreement, modified the terms of contract, lease or terminated any employment or service Contractlicense, written or oral, or modified the terms of any existing agreement, contract, lease or license, with any Seller or any of the Company's directors or officers or with any Associate of any Seller or Associate of any of the Company's directors or officers; (xviii) other than "at will" employments entered into in the Ordinary Course of Business Employee which do not provide for any agreements with respect to severance pay, the Company has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such Contractcontract or agreement; (xviiixix) no Target the Company has not granted any increase in the base compensation, incentive compensation or bonus of any of its Affiliates has increased the compensation or benefits of any Business Employeesdirectors, other than increases in base compensation in officers, and employees outside the Ordinary Course of Business; (xixxx) no Target the Company has not granted any increase in the base compensation, incentive compensation or any bonus to the Sellers outside the Ordinary Course of its Affiliates has made any material change in the terms of employment or service for any Business Employee (other than changes required by applicable Laws); (xx) no Target or any of its Affiliates has adopted, amended or terminated any Employee Benefit Plan (other than changes required by applicable Laws)Business; (xxi) no Target the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its Affiliates has hired directors, officers, and employees (or terminated taken any officers or key employees such action with respect to the Businessany other Employee Benefit Plan); (xxii) no Target or the Company has not made any other change in employment terms for any of its Affiliates directors or officers, outside the Ordinary Course of Business and has implemented not paid any employee layoffs with respect severance or made any commitment to Business Employees requiring notice under the Worker Adjustment and Retraining Notification Act of 1988, as amended, pay any severance to any director or any similar state, local, or non-U.S. law, regulation, or ordinance (collectively the “WARN Act”)officer ; (xxiii) no Target orthe Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxiv) there has not been any other occurrence, solely with respect event, incident, action, failure to act, or transaction outside the Business, Ordinary Course of Business involving the Company; (xxv) the Company has not made or committed to make any acquisition of its Affiliates, has settled all or compromised substantially all of the assets or agreed to the dismissal property of any Action business or threatened Action (in each case, except for claims under any Insurance Contracts within applicable policy limits), other than settlements or compromises that involved solely cash payments stock of less than $50,000 in the aggregateany business; and (xxivxxvi) no Target or any of its Affiliates the Company has not committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Except as set forth in Section 4(j) of the Sellers Disclosure Scheduleon Schedule 3.37, since December 31June 25, 20142004, (A) each Target and, solely with respect to the Business, each of its Affiliates, has conducted the Business in the Ordinary Course of Business, and (B) there has not occurred been any event or events that, individually or change in the aggregatebusiness, have resulted infinancial condition, operations, results of operations, assets, customer, supplier or employee relations or future prospects of Company (other than changes in general economic conditions) which has had, or would is reasonably be expected likely to result inhave, a Material Adverse EffectEffect on Company or its business as presently conducted. Without limiting the generality of the foregoing, since December 31, 2014that date: (ia) no Target or any of its Affiliates Company has not sold, leased, transferred, exclusively licensed or assigned any Business Assets outside of its assets, tangible or intangible, that are material, either individually or in the aggregate, to Company’s business, other than in its Ordinary Course of Business; (iib) no Target or any of its Affiliates Company has not entered into any Material Contracts or any other material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) other than in connection with the Business outside the Ordinary Course of Business; (iiic) no Target or any of its Affiliates party (including Company) has accelerated, terminated, made material modifications to, waived or released cancelled any material rights or claims under, or canceled any Material Contract or any other material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) to which it Company is a party or by which it is bound nor, to the Knowledge of Company, threatened any of the foregoing actions; (d) except for the Permitted Liens, Company has not caused or permitted any Lien to be imposed upon any of its assets, tangible or intangible, that are material, either individually or in connection with the Business aggregate, to Company’s business; (e) Company has not made any capital expenditure (or series of related capital expenditures) outside the Ordinary Course of Business; (ivf) none Company has not made any capital investment in, any loan to, or any acquisition of the Targets orsecurities or assets of, solely with respect to any other Person (or series of related capital investments, loans, and acquisitions); (g) Company has not outside the BusinessOrdinary Course of Business issued any note, their Affiliates, have made any change in, to the extent applicable, its underwriting, reinsurance, claim processing and payment, selling, reserving, financial accounting or investment policies, guidelines, practices or principles (other than any change required by applicable Lawsbond, or in respect other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation; (h) Company has not incurred, created or otherwise become liable for any indebtedness and has not delayed or postponed the payment of underwriting or claims administration, in accounts payable and other liabilities outside the Ordinary Course of Business); (vi) no Target Company has entered into not amended, cancelled, compromised, waived, or released any new line right or claim (or series of businessrelated rights and claims) outside the Ordinary Course of Business and has not accelerated collection of accounts receivable or delayed payment of accounts payable; (vij) no Target or any of its Affiliates Company has incurred any Lien (other than Permitted Encumbrances) upon any Business Assets; (vii) no Target has made any capital expenditures in excess of $50,000, individually or in excess of $200,000 in the aggregate; (viii) no Target has made any material capital investment in, or any material loan to, any other Person; (ix) no Target has made a loan to or guaranteed the obligations of any other Person or created, incurred, or assumed more than $50,000 in aggregate indebtedness for borrowed money and capitalized lease obligations; (x) no Target or any of its Affiliates has transferred, assigned, or not granted any license or sublicense of any rights under or with respect to any Business Intellectual PropertyProperty that is material, either individually or in the aggregate, to Company’s business; (xik) there has been no change made or authorized in the Organizational Documents Articles of any TargetIncorporation or Bylaws of Company which have not been approved in writing by Purchaser; (xiil) no Target or any of its Affiliates Company has not issued, delivered, transferred, sold, pledged exchanged, or otherwise disposed of or encumbered any Capital Stock of any Target or any securities convertible into or exchangeable for any such Capital Stockits capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any such Capital Stockof its capital stock; (xiiim) no contribution of capital except as disclosed in the Financial Statements and in Schedule 3.37 hereto, and except in relation to the Xxxx Settlement, Company has been made to any Target by Sellers, their Affiliates or any other Person; (xiv) no Target has not declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any shares (of its capital stock, or granted any Person any option or other applicable units) right to acquire any shares of its Capital Stock capital stock or other securitiessecurities of Company, other than Options granted to employees and none consultants of the Targets or their Affiliates have effected any recapitalization, reclassification, stock split or like change Company as reflected in the capitalization of any TargetSchedule 3.4 hereto; (xvn) no Target Company has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its propertyproperty that is material, and no Affiliate of either individually or in the Targets has experienced any material damageaggregate, destruction, or loss (whether or not covered by insurance) to any Transferred AssetCompany’s business; (xvio) no Target or any of its Affiliates except in relation to the Xxxx Settlement, Company has not made any loan to any Business Employeeto, or entered into any other transaction with any Business Employee; (xvii) no Target or with, any of its Affiliates has entered intodirectors, modified the terms of or terminated any employment or service Contractofficers, written or oral, with any Business Employee or modified the terms of any existing such Contract; (xviii) no Target or any of its Affiliates has increased the compensation or benefits of any Business Employees, and employees other than increases in base compensation in the Ordinary Course of Business; (xixp) no Target except as set forth on Schedule 3.37 hereto, Company has not entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; (q) Company has not granted any increase in the compensation of any of its Affiliates directors, officers or employees, other than standard increases in compensation pursuant to and in accordance with Company’s past practices; (r) Company has made not adopted, amended, modified, or terminated, in any material change in respect, any bonus, profit sharing, incentive, severance, employee benefit or other plan, contract, or commitment for the terms benefit of employment any of its directors, officers, and employees (or service for taken any Business Employee (such action with respect to any other than changes required by applicable LawsBenefit Plan); (xxs) no Target Company has not entered into or modified any retention, severance or incentive agreement related to the transactions contemplated by this Agreement; (t) except as disclosed on Schedule 3.37, Company has not made any other material change in employment terms, compensation or benefits for any of its Affiliates directors, officers and employees; (u) Company has adoptednot changed any method or principle of accounting except to the extent required by GAAP or as advised by Company’s independent accountant; (v) Company has not made any material Tax election, amended or terminated except as disclosed on Schedule 3.37, settled any Employee Benefit Plan Tax liability (other than changes the payment of Taxes required by applicable Lawson or before their due date); (xxi) no Target or any of its Affiliates has hired or terminated any officers or key employees with respect to the Business; (xxii) no Target or any of its Affiliates has implemented any employee layoffs with respect to Business Employees requiring notice under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar state, local, or non-U.S. law, regulation, or ordinance (collectively the “WARN Act”); (xxiii) no Target or, solely with respect to the Business, any of its Affiliates, has settled or compromised or agreed to the dismissal of any Action or threatened Action (in each case, except for claims under any Insurance Contracts within applicable policy limits), other than settlements or compromises that involved solely cash payments of less than $50,000 in the aggregate; and (xxivw) no Target or any of its Affiliates Company has not committed to or agreed to undertake any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Except as set forth in Section 4(j) of the Sellers Disclosure Schedule, since December 31, 20142011, (A) each Target and, solely with respect to the Business, each of its Affiliates, has conducted the Business in the Ordinary Course of Business, and (B) there has not occurred any event or events that, individually or in the aggregate, have resulted in, or would reasonably be expected to result in, a Material Adverse EffectChange. Without limiting the generality of the foregoingforegoing and specifically excepting the sale of Great American Life Assurance Company pursuant to the GALAC SPA (which Buyer acknowledges), since December 31, 2014that date: (i) no Target or any of its Affiliates has sold, leased, transferred, exclusively licensed or assigned any Business Assets outside the Ordinary Course of Business; (ii) no Target or any of its Affiliates has entered into any Material Contracts or any other material agreement, contract, lease, or license in connection with the Business outside the Ordinary Course of Business; (iii) no Target or any of its Affiliates has accelerated, terminated, made material modifications to, waived or released any material rights or claims under, or canceled any Material Contract or any other material agreement, contract, lease, or license to which it is a party or by which it is bound in connection with the Business outside the Ordinary Course of Business; (iv) none of the Targets or, solely with respect to the Business, their Affiliates, have made any change in, to the extent applicable, its underwriting, reinsurance, claim processing and payment, selling, reserving, financial accounting or investment policies, guidelines, practices or principles (other than any change required by applicable Laws, or in respect of underwriting or claims administration, in the Ordinary Course of Business); (v) no Target has entered into any new line of business; (vi) no Target or any of its Affiliates has incurred any Lien (other than Permitted Encumbrances) upon any Business Assets; (vii) no Target has made any capital expenditures in excess of $50,000, individually or in excess of $200,000 in the aggregate; (viii) no Target has made any material capital investment in, or any material loan to, any other Person; (ix) no Target has made a loan to or guaranteed the obligations of any other Person or created, incurred, or assumed more than $50,000 in aggregate indebtedness for borrowed money and capitalized lease obligations; (x) no Target or any of its Affiliates has transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Business Intellectual Property; (xi) there has been no change made or authorized in the Organizational Documents of any Target; (xii) no Target or any of its Affiliates has issued, delivered, transferred, sold, pledged or otherwise disposed of or encumbered any Capital Stock of any Target or any securities convertible into or exchangeable for any such Capital Stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any such Capital Stock; (xiii) no contribution of capital has been made to any Target by Sellers, their Affiliates or any other Person; (xiv) no Target has 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 shares (or other applicable units) of its Capital Stock or other securities, and none of the Targets or their Affiliates have effected any recapitalization, reclassification, stock split or like change in the capitalization of any Target; (xvxiv) no Target has experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property, and no Affiliate of the Targets has experienced any material damage, destruction, or loss (whether or not covered by insurance) to any Transferred Asset; (xvixv) no Target or any of its Affiliates has made any loan to any Business Employee, or entered into any other transaction with any Business Employee; (xviixvi) no Target or any of its Affiliates has entered into, modified the terms of or terminated any employment or service Contractcontract, written or oral, with any Business Employee or modified the terms of any existing such Contractcontract; (xviiixvii) no Target or any of its Affiliates has increased the compensation or benefits of any Business Employees, other than annual increases in base compensation in the Ordinary Course of Business; (xixxviii) no Target or any of its Affiliates has made any material change in the terms of employment or service for any Business Employee (other than changes required by applicable Laws); (xxxix) no Target or any of its Affiliates has adopted, amended or terminated any Employee Benefit Plan (other than changes required by applicable Laws); (xxixx) no Target or any of its Affiliates has hired or terminated any officers or key employees with respect to the Business; (xxiixxi) no Target or any of its Affiliates has implemented any employee layoffs with respect to Business Employees requiring notice under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar state, local, or non-U.S. law, regulation, or ordinance (collectively the “WARN Act”); (xxiiixxii) no Target or, solely with respect to the Business, any of its Affiliates, has settled or compromised or agreed to the dismissal of any Action or threatened Action (in each case, except in the case of the Target Insurance Companies for claims under any Insurance Contracts within applicable policy limits), other than settlements or compromises that involved solely cash payments of less than $50,000 in the aggregate; and (xxivxxiii) no Target or any of its Affiliates has committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Except as set forth in on Section 4(j5(g) of the Sellers Shareholder Disclosure Schedule (and, as appropriate, after giving effect to the transactions described on Section 7(c) of the Shareholder Disclosure Schedule, since December 31the Most Recent Fiscal Year End, 2014there has not been any occurrence, (A) each Target andevent, solely with respect incident, action, failure to act or transaction that constitutes the Business, each Basis of its Affiliates, has conducted a Material Adverse Effect on the Business in Company or any that is outside the Ordinary Course of Business, and (B) there has not occurred any event or events that, individually or in the aggregate, have resulted in, or would reasonably be expected to result in, a Material Adverse Effect. Busine Section Without limiting the generality of the foregoing, since December 31, 2014that date: (i) no Target or any of its Affiliates The Company has not sold, leased, transferred, exclusively licensed or assigned any Business Assets outside of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) no Target or any of its Affiliates The Company has not entered into any Material Contracts or any other material agreementagreements, contractcontracts, leaseleases, or license licenses either involving more than $100,000 in connection with the Business aggregate, having a term greater than 12 months or outside the Ordinary Course of Business; (iii) no Target or any of its Affiliates No party (including the Company) has accelerated, terminated, made material modifications to, waived or released any material rights or claims undermodified, or canceled cancelled any Material Contract or any other material agreementagreements, contractcontracts, leaseleases, or license licenses involving more than $100,000 in the aggregate to which it the Company is a party or by which it is bound bound; (iv) The Company has not imposed or allowed to be imposed any Security Interest upon any of its assets, tangible or intangible; (v) The Company has not made any capital expenditures involving more than $100,000 in connection with the Business aggregate or outside the Ordinary Course of Business; (ivvi) none The Company has not made any capital investment in, any loan to, or any acquisition of the Targets orsecurities or assets of, solely with respect to the Business, their Affiliates, have made any change in, to the extent applicable, its underwriting, reinsurance, claim processing and payment, selling, reserving, financial accounting or investment policies, guidelines, practices or principles (other than any change required by applicable Laws, or in respect of underwriting or claims administration, in the Ordinary Course of Business); (v) no Target has entered into any new line of business; (vi) no Target or any of its Affiliates has incurred any Lien (other than Permitted Encumbrances) upon any Business AssetsPerson; (vii) no Target The Company has made not issued any capital expenditures in excess of note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than $50,000, individually or in excess of $200,000 100,000 in the aggregate; (viii) no Target The Company has made any material capital investment in, not delayed or any material loan to, any postponed the payment of accounts payable and other PersonLiabilities outside the Ordinary Course of Business; (ix) no Target The Company has made a loan to or guaranteed the obligations of any other Person or creatednot cancelled, incurredcompromised, waived, or assumed released any right or claim either involving more than $50,000 100,000 in the aggregate indebtedness for borrowed money and capitalized lease obligationsoutside the Ordinary Course of Business; (x) no Target or any of its Affiliates The Company has transferred, assigned, or not granted any license or sublicense of any rights under or with respect to any Business Intellectual Property; (xi) there There has been no change made or authorized in the Organizational Documents charter or bylaws of any Targetthe Company; (xii) no Target or any of its Affiliates The Company has not issued, delivered, transferred, sold, pledged or otherwise disposed of any of its capital stock or encumbered any Capital Stock of any Target or any securities convertible into or exchangeable for any such Capital Stockstock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, any of such capital stock or exercise) any such Capital Stocksecurities; (xiii) no contribution of capital The Company has been made to any Target by Sellers, their Affiliates or any other Person; (xiv) no Target has not declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any shares (or other applicable units) of its Capital Stock capital stock or other securities, and none of the Targets or their Affiliates have effected any recapitalization, reclassification, stock split or like change in the capitalization of any Target; (xvxiv) no Target The Company has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property, and no Affiliate of property involving more than $100,000 in the Targets has experienced any material damage, destruction, or loss (whether or not covered by insurance) to any Transferred Assetaggregate; (xvixv) no Target or any of its Affiliates The Company has not made any loan to any Business Employeeto, or entered into any other transaction with with, any Business Employeeof its directors, officers, and employees or their "Associates" (as defined in Rule 12b-2 under the Exchange Act); (xviixvi) no Target or any of its Affiliates The Company has not entered into, modified the terms of or terminated into any employment contract or service Contractcollective bargaining agreement, written or oral, with any Business Employee or modified the terms of any existing such Contractcontract or agreement; (xvii) The Company has not granted any increase in any compensation of any of its directors, officers, or other employees; (xviii) no Target The Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its Affiliates directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xix) The Company has increased the compensation or benefits not made any other change in employment terms for any of any Business Employeesits directors, other than increases in base compensation in officers, and employees outside the Ordinary Course of Business; (xix) no Target or any of its Affiliates has made any material change in the terms of employment or service for any Business Employee (other than changes required by applicable Laws); (xx) no Target The Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of its Affiliates has adopted, amended or terminated any Employee Benefit Plan (other than changes required by applicable Laws)Business; (xxi) no Target There has not been any other material occurrence, event, incident, action, failure to act, or any transaction outside the Ordinary Course of its Affiliates has hired or terminated any officers or key employees with respect to Business involving the Business;Company; and (xxii) no Target or any of its Affiliates The Company has implemented any employee layoffs with respect to Business Employees requiring notice under the Worker Adjustment and Retraining Notification Act of 1988, as amendednot increased, or experienced any similar statechange in assumptions underlying or method of calculating, localany bad debt, contingency, tax or non-U.S. lawother reserves or changed its accounting practices, regulation, methods or ordinance assumptions (collectively including changes in estimates or valuation methods); or written down the “WARN Act”)value of any assets; (xxiii) no Target orThe Company has not granted any bonuses or made any other payments of any kind (other than base compensation, solely commissions, sick pay, holiday pay, vacation pay, tuition reimbursement and the like in the Ordinary Course of Business and consistent with respect past practices) to any officer, director or employee of the BusinessCompany, or to any Person related to any of its Affiliates, has settled or compromised or agreed to the dismissal of any Action or threatened Action (in each case, except for claims under any Insurance Contracts within applicable policy limits), other than settlements or compromises that involved solely cash payments of less than $50,000 in the aggregateforegoing; and (xxiv) no Target or any of its Affiliates The Company has not committed to do any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Except as set forth in Section 4(j) of Since the Sellers Disclosure ScheduleMost Recent Fiscal Year End, since December 31, 2014, (A) each Target and, solely with respect to the Business, each of its Affiliates, has conducted the Business in the Ordinary Course of Business, and (B) there has not occurred been any event or events that, individually or in the aggregate, have resulted in, or would reasonably be expected to result in, a Material Adverse EffectChange. Without limiting the generality of the foregoing, and except as set forth on §4(h) of the Disclosure Schedule, since December 31, 2014that date: (i) no Target except as contemplated by the penultimate sentence of §2(b) and distributions to the Sellers disclosed in §4(h)(xiii) of the Disclosure Schedule or any as otherwise disclosed in §4(h)(i) of the Disclosure Schedule, none of the Company and its Affiliates Subsidiaries has sold, leased, transferred, exclusively licensed or assigned any Business Assets outside of its assets, tangible or intangible, other than for fair consideration in the Ordinary Course of Business; (ii) no Target or any none of the Company and its Affiliates Subsidiaries has entered into any Material Contracts or any other material agreement, contract, lease, or license (or, except for purchase orders to buy raw materials or sell the Company and its Subsidiaries’ products entered into in connection with the Business Ordinary Course of Business, series of related agreements, contracts, leases, and licenses) either involving more than $25,000 or outside the Ordinary Course of Business; (iii) no Target or any party (including the Company and each of its Affiliates Subsidiaries) has accelerated, terminated, made material modifications to, waived or released any material rights or claims undermodified, or canceled cancelled any Material Contract or any other material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $25,000 to which it the any of the Company and its Subsidiaries is a party or by which it is bound other than modifications of purchase order agreements that, in connection with the aggregate, are not material to the business, financial condition, results of operations, profitability, prospects, or operations of the Company and its Subsidiaries and are not outside the Ordinary Course of Business or cancellation of purchase order agreements that are not material to the business, financial condition, results of operations, profitability, prospects, or operations of the Company and its Subsidiaries and are not outside the Ordinary Course of Business and in which the Company or one of its Subsidiaries is the seller and the buyer thereunder has compensated the Company or one of its Subsidiaries for corresponding raw materials purchases made by the Company or one of its Subsidiaries such that none of the Company and its Subsidiaries has suffered a Material Adverse Effect; (iv) none of the Company and its Subsidiaries has imposed any Security Interest upon any of its assets, tangible or intangible; (v) none of the Company and its Subsidiaries has made any capital expenditure (or series of related capital expenditures) either involving more than $25,000 or outside the Ordinary Course of Business other than as contemplated on the Capital Budget of the Company and its Subsidiaries attached hereto as Exhibit G; (vi) none of the Company and its Subsidiaries 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) either involving more than $25,000 or outside the Ordinary Course of Business; (ivvii) none of the Targets orCompany and its Subsidiaries has issued any note, solely with respect to the Business, their Affiliates, have made any change in, to the extent applicable, its underwriting, reinsurance, claim processing and payment, selling, reserving, financial accounting or investment policies, guidelines, practices or principles (other than any change required by applicable Lawsbond, or in respect of underwriting other debt security or claims administrationcreated, in the Ordinary Course of Business); (v) no Target has entered into incurred, assumed, or guaranteed any new line of business; (vi) no Target indebtedness for borrowed money or any of its Affiliates has incurred any Lien (other capitalized lease obligation either involving more than Permitted Encumbrances) upon any Business Assets; (vii) no Target has made any capital expenditures in excess of $50,000, individually 10,000 singly or in excess of $200,000 25,000 in the aggregate; (viii) no Target none of the Company and its Subsidiaries has made any material capital investment in, delayed or any material loan to, any postponed the payment of accounts payable beyond their stated terms or has delayed or postponed the payment of other PersonLiabilities outside the Ordinary Course of Business; (ix) no Target none of the Company and its Subsidiaries has made a loan to or guaranteed the obligations of any other Person or createdcancelled, incurredcompromised, waived, or assumed released any right or claim (or series of related rights and claims) either involving more than $50,000 in aggregate indebtedness for borrowed money and capitalized lease obligations25,000 or outside the Ordinary Course of Business; (x) no Target or any none of the Company and its Affiliates Subsidiaries has transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Business Intellectual Property; (xi) there has been no change made or authorized in the Organizational Documents charter or bylaws of any Targetof the Company and its Subsidiaries; (xii) no Target or any none of the Company and its Affiliates Subsidiaries has issued, delivered, transferred, sold, pledged or otherwise disposed of or encumbered any Capital Stock of any Target or any securities convertible into or exchangeable for any such Capital Stockits capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any such Capital Stockof its capital stock; (xiii) no contribution none of capital has been made to any Target by Sellers, their Affiliates or any other Person; (xiv) no Target the Company and its Subsidiaries has declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any shares (or other applicable units) of its Capital Stock or other securities, and capital stock; (xiv) none of the Targets or their Affiliates have effected any recapitalization, reclassification, stock split or like change in the capitalization of any Target; (xv) no Target Company and its Subsidiaries has experienced any material damage, destruction, disappearance, loss, or loss material damage (whether or not covered by insurance) to its property, and no Affiliate of the Targets has experienced any material damage, destruction, or loss (whether or not covered by insurance) to any Transferred Asset; (xvixv) no Target or any none of the Company and its Affiliates Subsidiaries has made any loan to any Business Employeeto, or entered into any other transaction with with, any Business Employeeof its directors, officers, and employees either involving more than $5,000 in the aggregate or outside the Ordinary Course of Business, except as set forth on §4(h)(xv) of the Disclosure Schedule; (xviixvi) no Target or any none of the Company and its Affiliates Subsidiaries has entered into, modified the terms of or terminated into any employment contract or service Contractcollective bargaining agreement, written or oral, with any Business Employee or modified the terms of any existing such Contractcontract or agreement, except as set forth on §4(h)(xvi) of the Disclosure Schedule; (xvii) none of the Company and its Subsidiaries has granted any increase in the base compensation of any of its directors, officers, and employees; (xviii) no Target none of the Company 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 Affiliates directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xix) none of the Company and its Subsidiaries has increased the compensation or benefits made any other change in employment terms for any of any Business Employeesits directors, other than increases in base compensation in officers, and employees outside the Ordinary Course of Business; (xixxx) no Target or any none of the Company and its Affiliates Subsidiaries has made or pledged to make any material change in charitable or other capital contribution outside the terms Ordinary Course of employment or service for any Business Employee (other than changes required by applicable Laws); (xx) no Target or any of its Affiliates has adopted, amended or terminated any Employee Benefit Plan (other than changes required by applicable Laws)Business; (xxi) no Target officer or key employee has terminated his/her employ or has been terminated from the employ of the Company or any of its Affiliates Subsidiaries, or has hired become disabled or terminated any officers or key employees with respect to the Businessincapacitated; (xxii) no Target there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company or any of its Affiliates has implemented any employee layoffs with respect Subsidiaries and having or reasonably likely to Business Employees requiring notice under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar state, local, or non-U.S. law, regulation, or ordinance (collectively the “WARN Act”);have a Material Adverse Effect; and (xxiii) no Target or, solely with respect to none of the Business, any of Company and its Affiliates, has settled or compromised or agreed to the dismissal of any Action or threatened Action (in each case, except for claims under any Insurance Contracts within applicable policy limits), other than settlements or compromises that involved solely cash payments of less than $50,000 in the aggregate; and (xxiv) no Target or any of its Affiliates Subsidiaries has committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Except as set forth in Section 4(j) of Since the Sellers Disclosure ScheduleMost Recent Fiscal Year End, since December 31, 2014, (A) each Target and, solely with respect to the Business, each of its Affiliates, has conducted the Business in the Ordinary Course of Business, and (B) there has not occurred been any event or events that, individually or material adverse change in the aggregateAssets, have resulted inLiabilities, business, condition (financial or would reasonably be expected to result inotherwise), operations or results of operations of any of the Target and its Subsidiaries (a "Material Adverse EffectChange"), except as a result of changes directly attributable to the implementation of the Initial Budget attached to the Management Agreement or as a result of actions taken by Seller at the specific recommendation of Buyer or by Buyer pursuant to the Management Agreement. Without limiting the generality of the foregoing, except as a result of changes directly attributable to the implementation of the Initial Budget attached to the Management Agreement or any actions taken by Seller at the specific recommendation of Buyer or by Buyer pursuant to the Management Agreement, since December 31, 2014that date: (i) no none of the Target or any of and its Affiliates Subsidiaries has sold, leased, transferred, exclusively licensed or assigned any Business Assets outside of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) no none of the Target or any of and its Affiliates Subsidiaries has entered into any Material Contracts or any other material agreement, contract, lease, or license in connection with the Business (or series of related agreements, contracts, leases, and licenses) either involving more than $25,000 or outside the Ordinary Course of Business; (iii) no Target or party (including any of the Target and its Affiliates Subsidiaries) has accelerated, terminated, made material modifications to, waived or released any material rights or claims undermodified, or canceled any Material Contract or any other material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $25,000 to which it any of the Target and its Subsidiaries is a party or by which it any of them is bound in connection with bound; (iv) none of the Business Target and its Subsidiaries has imposed any Security Interest (other than Permitted Liens) upon any of its assets, tangible or intangible; (v) except pursuant to the QUALCOMM Agreements, none of the Target and its Subsidiaries has made any capital expenditure (or series of related capital expenditures) either involving more than $25,000 or outside the Ordinary Course of Business; (ivvi) except for capital contributions to Licensee to service the FCC Debt, none of the Targets or, solely with respect to the Business, their Affiliates, have Target and its Subsidiaries has made any change capital investment in, to the extent applicable, its underwriting, reinsurance, claim processing and payment, selling, reserving, financial accounting or investment policies, guidelines, practices or principles (other than any change required by applicable Lawsloan to, or in respect any acquisition of underwriting the securities or claims administrationassets of, in any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000 or outside the Ordinary Course of Business); (v) no Target has entered into any new line of business; (vi) no Target or any of its Affiliates has incurred any Lien (other than Permitted Encumbrances) upon any Business Assets; (vii) no except pursuant to the QUALCOMM Agreements, the FCC Debt and the Working Capital Facility, none of the Target and its Subsidiaries has made issued any capital expenditures in excess of 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, individually 5,000 singly or in excess of $200,000 25,000 in the aggregate; (viii) no none of the Target and its Subsidiaries has made any material capital investment in, delayed or any material loan to, any postponed the payment of accounts payable and other PersonLiabilities outside the Ordinary Course of Business; (ix) no none of the Target and its Subsidiaries has made a loan to or guaranteed the obligations of any other Person or createdcanceled, incurredcompromised, waived, or assumed released any right or claim (or series of related rights and claims) either involving more than $50,000 in aggregate indebtedness for borrowed money and capitalized lease obligations10,000 or outside the Ordinary Course of Business; (x) no none of the Target or any of and its Affiliates Subsidiaries has transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Business Intellectual Property; (xi) there has been no change made or authorized in the Organizational Documents charter or bylaws of any Targetof the Target and its Subsidiaries; (xii) no none of the Target or any of and its Affiliates Subsidiaries has issued, delivered, transferred, sold, pledged or otherwise disposed of or encumbered any Capital Stock of any Target or any securities convertible into or exchangeable for any such Capital Stockits capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any such Capital Stockof its capital stock; (xiii) no contribution none of capital has been made to any the Target by Sellers, their Affiliates or any other Person; (xiv) no Target and its Subsidiaries has declared, set aside, or paid any dividend or made any distribution with respect to its Capital Stock capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any shares (or other applicable units) of its Capital Stock or other securities, and capital stock; (xiv) none of the Targets or their Affiliates have effected any recapitalization, reclassification, stock split or like change in the capitalization of any Target; (xv) no Target and its Subsidiaries has experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property, and no Affiliate of the Targets has experienced any material damage, destruction, or loss (whether or not covered by insurance) to any Transferred Asset; (xvixv) no none of the Target or any of and its Affiliates Subsidiaries has made any loan to any Business Employeeto, or entered into any other transaction with, any of its directors, officers, and employees or with any Business EmployeeSeller outside the Ordinary Course of Business, which is not terminable at will; (xviixvi) no none of the Target or any of and its Affiliates Subsidiaries has entered into, modified the terms of or terminated into any employment contract or service Contractcollective bargaining agreement, written or oral, with any Business Employee or modified the terms of any existing such Contractcontract or agreement; (xviiixvii) no none of the Target or and its Subsidiaries has granted any increase in the base compensation of any of its Affiliates has increased the compensation or benefits of any Business Employeesdirectors, other than increases in base compensation in officers, and employees outside the Ordinary Course of Business; (xixxviii) no none of the Target 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 Affiliates directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xix) none of the Target and its Subsidiaries has made any material other change in the employment terms of employment or service for any Business Employee (other than changes required by applicable Laws)of its directors, officers, and employees outside the Ordinary Course of Business; (xx) no none of the Target and its Subsidiaries has made or pledged to make any charitable or other capital contribution outside the Ordinary Course of its Affiliates has adopted, amended or terminated any Employee Benefit Plan (other than changes required by applicable Laws)Business; (xxi) no Target there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving any of the Target and its Affiliates has hired or terminated any officers or key employees with respect to the Business;Subsidiaries; and (xxii) no none of the Target or any of and its Affiliates has implemented any employee layoffs with respect to Business Employees requiring notice under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar state, local, or non-U.S. law, regulation, or ordinance (collectively the “WARN Act”); (xxiii) no Target or, solely with respect to the Business, any of its Affiliates, has settled or compromised or agreed to the dismissal of any Action or threatened Action (in each case, except for claims under any Insurance Contracts within applicable policy limits), other than settlements or compromises that involved solely cash payments of less than $50,000 in the aggregate; and (xxiv) no Target or any of its Affiliates Subsidiaries has committed to any of the foregoing.