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, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of any of the Company and its Subsidiary. Without limiting the generality of the foregoing, since that date: 4.8.1 none of the Company and its Subsidiary has sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; 4.8.2 none of the Company and its Subsidiary has entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $20,000 or outside the Ordinary Course of Business; 4.8.3 no party (including any of the Company and its Subsidiary) has accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $20,000 to which any of the Company and its Subsidiary is a party or by which any of them is bound; 4.8.4 none of the Company and its Subsidiary has imposed any Security Interest upon any of its assets, tangible or intangible; 4.8.5 none of the Company and its Subsidiary has made any capital expenditure (or series of related capital expenditures) either involving more than $20,000 or outside the Ordinary Course of Business; 4.8.6 none of the Company and its Subsidiary 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 $20,000 or outside the Ordinary Course of Business; 4.8.7 none of the Company and its Subsidiary has issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $5,000 singly or $20,000 in the aggregate; 4.8.8 none of the Company and its Subsidiary has delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; 4.8.9 none of the Company and its Subsidiary has canceled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $20,000 or outside the Ordinary Course of Business; 4.8.10 none of the Company and its Subsidiary has granted any license or sublicense of any rights under or with respect to any Intellectual Property outside the Ordinary Course of Business; 4.8.11 there has been no change made or authorized in the charter or bylaws of any of the Company and its Subsidiary; 4.8.12 none of the Company and its Subsidiary has issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; 4.8.13 none of the Company and its Subsidiary 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 of its capital stock; 4.8.14 none of the Company and its Subsidiary has experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; 4.8.15 none of the Company and its Subsidiary has made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; 4.8.16 none of the Company and its Subsidiary has entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; 4.8.17 none of the Company and its Subsidiary has granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; 4.8.18 none of the Company and its Subsidiary has adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan (as defined below)); 4.8.19 none of the Company and its Subsidiary has made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; 4.8.20 none of the Company and its Subsidiary has made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; 4.8.21 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 Company and its Subsidiary; and 4.8.22 none of the Company and its Subsidiary has committed to any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since Except as set forth on Schedule 4.8, since the Most Recent Fiscal Year End, there has not been any material adverse change in the business, financial condition, operations, results of operations, assets, customer, supplier or employee relations or future prospects of any of the Company and (other than changes in general economic conditions) which has had, or is reasonably likely to have, a Material Adverse Effect on the Company or its Subsidiarybusiness as presently conducted. Without limiting the generality of the foregoing, since that date: 4.8.1 none of 4.8.1. the Company and its Subsidiary has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration that are material, either individually or in the aggregate, to the Company’s business, outside the Ordinary Course of Business; 4.8.2 none of 4.8.2. the Company and its Subsidiary has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $20,000 25,000 or outside the Ordinary Course of Business; 4.8.3 4.8.3. no party (including any of the Company and its SubsidiaryCompany) has accelerated, terminated, modifiedmade material modifications to, or canceled cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $20,000 25,000 to which any of the Company and its Subsidiary is a party or by which it is bound nor, to the Knowledge of the Seller and the Company, threatened any of them is boundthe foregoing actions; 4.8.4 none of 4.8.4. except for the Permitted Encumbrances, the Company and its Subsidiary has not caused or permitted any Encumbrance to be imposed any Security Interest upon any of its assets, tangible or intangible, that are material, either individually or in the aggregate, to the Company’s business; 4.8.5 none of 4.8.5. the Company and its Subsidiary has not made any capital expenditure (or series of related capital expenditures) either involving more than $20,000 or outside the Ordinary Course of Business; 4.8.6 none of 4.8.6. the Company and its Subsidiary has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $20,000 or ); 4.8.7. the Company has not outside the Ordinary Course of Business; 4.8.7 none of the Company and its Subsidiary has Business issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $5,000 singly or $20,000 in the aggregateobligation; 4.8.8 none of 4.8.8. the Company has not incurred, created or otherwise become liable for any Indebtedness and its Subsidiary has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; 4.8.9 none of 4.8.9. the Company and its Subsidiary has cancelednot amended, cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $20,000 or outside the Ordinary Course of BusinessBusiness and has not accelerated collection of accounts receivable or delayed payment of accounts payable; 4.8.10 none of 4.8.10. the Company and its Subsidiary has not granted any license or sublicense of any rights under or with respect to any Intellectual Property outside that is material, either individually or in the Ordinary Course of Businessaggregate, to the Company’s business; 4.8.11 4.8.11. there has been no change made or authorized in the charter certificate of incorporation or bylaws of any of the Company and its Subsidiarywhich have not been approved in writing by Buyer; 4.8.12 none of 4.8.12. the Company and its Subsidiary has not issued, sold, exchanged, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; 4.8.13 none of 4.8.13. except as disclosed in the Financial Statements, the Company and its Subsidiary has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock, or granted any Person any option or other right to acquire any shares of capital stock or other securities of the Company; 4.8.14 none of 4.8.14. the Company and its Subsidiary has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its propertyproperty that is material, either individually or in the aggregate, to the Company’s business; 4.8.15 none of 4.8.15. the Company and its Subsidiary has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside other than in the Ordinary Course of Business; 4.8.16 none of 4.8.16. the Company and its Subsidiary 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; 4.8.17 none of 4.8.17. the Company and its Subsidiary has not granted any increase in the base compensation of any of its directors, officersofficers or employees except that effective January 1, 2003, certain officers were granted compensation increases and effective July 1, 2003 all employees outside the Ordinary Course of Businesswill receive compensation adjustments, all as disclosed in Schedule 4.8; 4.8.18 none of 4.8.18. the Company and its Subsidiary has not adopted, amended, modified, or terminated terminated, in any material respect, any bonus, profit-profit sharing, incentive, severance, employee benefit 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 (as defined below)Plan); 4.8.19 none of 4.8.19. the Company and its Subsidiary has not entered into or modified any retention, severance or incentive agreement related to the transactions contemplated by this Agreement; 4.8.20. except as disclosed on Schedule 4.8, the Company has not made any other change in employment terms terms, compensation or benefits for any of its directors, officers, officers and employees outside the Ordinary Course of Businessemployees; 4.8.20 none of 4.8.21. the Company and its Subsidiary has made not changed any method or pledged principle of accounting except to make any charitable the extent required by GAAP or other capital contribution outside as advised by the Ordinary Course of BusinessCompany’s independent accountant; 4.8.21 there 4.8.22. the Company has not been made any other material occurrence, event, incident, action, failure to actTax election, or transaction outside the Ordinary Course of Business involving except as disclosed on Schedule 4.8, settled any of the Company and its SubsidiaryTax liability; and 4.8.22 none of 4.8.23. the Company and its Subsidiary has not committed to or agreed to undertake any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since Except as set forth on Schedule 4.8, since the Most Recent Fiscal Year End, there has not been any material adverse change in the business, financial condition, operations, results of operations, assets, customer, supplier or employee relations or future prospects of any of the Company and (other than changes in general economic conditions) which has had, or is reasonably likely to have, a Material Adverse Effect on the Company or its Subsidiarybusiness as presently conducted. Without limiting the generality of the foregoing, since that date: 4.8.1 none of the Company and its Subsidiary has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration that are material, either individually or in the aggregate, to the Company’s business, outside the Ordinary Course of Business; 4.8.2 none of the Company and its Subsidiary has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than Twenty-Five Thousand Dollars (US $20,000 25,000.00) or outside the Ordinary Course of Business; 4.8.3 no party (including any of the Company and its SubsidiaryCompany) has accelerated, terminated, modifiedmade material modifications to, or canceled cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than Twenty-Five Thousand Dollars (US $20,000 25,000.00) to which any of the Company and its Subsidiary is a party or by which it is bound nor, to the Knowledge of each Seller and the Company, threatened any of them is boundthe foregoing actions; 4.8.4 none of except for the Permitted Encumbrances, the Company and its Subsidiary has not caused or permitted any Encumbrance to be imposed any Security Interest upon any of its assets, tangible or intangible, that are material, either individually or in the aggregate, to the Company’s business; 4.8.5 none of the Company and its Subsidiary has not made any capital expenditure (or series of related capital expenditures) either involving more than $20,000 or outside the Ordinary Course of Business; 4.8.6 none of the Company and its Subsidiary has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $20,000 or ); 4.8.7 the Company has not outside the Ordinary Course of Business; 4.8.7 none of the Company and its Subsidiary has Business issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $5,000 singly or $20,000 in the aggregateobligation; 4.8.8 none of the Company has not incurred, created or otherwise become liable for any Indebtedness and its Subsidiary has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; 4.8.9 none of the Company and its Subsidiary has cancelednot amended, cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $20,000 or outside the Ordinary Course of BusinessBusiness and has not accelerated collection of accounts receivable or delayed payment of accounts payable; 4.8.10 none of the Company and its Subsidiary has not granted any license or sublicense of any rights under or with respect to any Intellectual Property outside that is material, either individually or in the Ordinary Course of Businessaggregate, to the Company’s business; 4.8.11 there has been no change made or authorized in the charter Certificate of Formation or bylaws of any the Operating Agreement of the Company and its Subsidiarywhich have not been approved in writing by Buyer; 4.8.12 none of the Company and its Subsidiary has not issued, sold, exchanged, or otherwise disposed of any of its capital stockunits, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stockunits; 4.8.13 none of except as disclosed in the Financial Statements, the Company and its Subsidiary has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock units (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stockunits, or granted to any Person any option or other right to acquire any units or other securities of the Company; 4.8.14 none of the Company and its Subsidiary has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its propertyproperty that is material, either individually or in the aggregate, to the Company’s business; 4.8.15 none of the Company and its Subsidiary has not made any loan to, or entered into any other transaction with, any of its directors, officers, managing members and/or managers and employees outside other than in the Ordinary Course of Business; 4.8.16 none of the Company and its Subsidiary 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; 4.8.17 none of the Company and its Subsidiary has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Businessmanaging members and/or managers or employees; 4.8.18 none of the Company and its Subsidiary has not adopted, amended, modified, or terminated terminated, in any material respect, any bonus, profit-profit sharing, incentive, severance, employee benefit or other plan, contract, or commitment for the benefit of any of its directors, officers, managing members and/or managers and employees (or taken any such action with respect to any other Employee Benefit Plan (as defined below)Plan); 4.8.19 none of the Company and its Subsidiary has not entered into or modified any retention, severance or incentive agreement related to the transactions contemplated by this Agreement; 4.8.20 except as disclosed on Schedule 4.8, the Company has not made any other change in employment terms terms, compensation or benefits for any of its directors, officers, managing members and/or managers and employees outside the Ordinary Course of Business; 4.8.20 none of the Company and its Subsidiary has made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Businessemployees; 4.8.21 there the Company has not been changed any other method or principle of accounting except to the extent required by GAAP or as advised by the Company’s independent accountant; 4.8.22 the Company has not made any material occurrence, event, incident, action, failure to actTax election, or transaction outside the Ordinary Course of Business involving except as disclosed on Schedule 4.8, settled any of the Company and its SubsidiaryTax liability; and 4.8.22 none of 4.8.23 the Company and its Subsidiary has not committed to or agreed to undertake any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year End, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of any of the Company and its SubsidiaryCompany. Without limiting the generality of the foregoing, since that date: 4.8.1 none of 4.8.1. the Company and its Subsidiary has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; 4.8.2 none of 4.8.2. the Company and its Subsidiary has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $20,000 5,000 or outside the Ordinary Course of Business; 4.8.3 4.8.3. no party (including any of the Company and its SubsidiaryCompany) has accelerated, terminated, modified, or canceled cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $20,000 5,000 to which any of the Company and its Subsidiary is a party or by which any of them it is bound; 4.8.4 none of 4.8.4. the Company and its Subsidiary has not imposed any Security Interest upon any of its assets, tangible or intangible; 4.8.5 none of 4.8.5. the Company and its Subsidiary has not made any capital expenditure (or series of related capital expenditures) either involving more than $20,000 10,000 or outside the Ordinary Course of Business; 4.8.6 none of 4.8.6. the Company and its Subsidiary has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $20,000 5,000 or outside the Ordinary Course of Business; 4.8.7 none of 4.8.7. the Company and its Subsidiary has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $5,000 10,000 singly or $20,000 50,000 in the aggregate; 4.8.8 none of 4.8.8. the Company and its Subsidiary has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; 4.8.9 none of 4.8.9. the Company and its Subsidiary has cancelednot cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $20,000 5,000 or outside the Ordinary Course of Business; 4.8.10 none of 4.8.10. the Company and its Subsidiary has not granted any license or sublicense of any rights under or with respect to any Intellectual Property outside the Ordinary Course of BusinessProperty; 4.8.11 4.8.11. there has been no change made or authorized in the charter or bylaws of any Organizational Documents of the Company and its SubsidiaryCompany; 4.8.12 none of 4.8.12. the Company and its Subsidiary has not issued, sold, or otherwise disposed of any of its capital stockmembership interests or equity securities, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stockmembership interests or equity secuirities; 4.8.13 none of 4.8.13. the Company and its Subsidiary has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock membership interests or equity secuirities (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stockmembership interests or equity securities; 4.8.14 none of 4.8.14. the Company and its Subsidiary has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; 4.8.15 none of 4.8.15. the Company and its Subsidiary has not made any loan to, or entered into any other transaction with, any of its members, managers, directors, officers, and employees outside the Ordinary Course of Businessemployees; 4.8.16 none of 4.8.16. the Company and its Subsidiary 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; 4.8.17 none of 4.8.17. the Company and its Subsidiary has not granted any increase in the base compensation of any of its members, managers, directors, officers, and employees outside the Ordinary Course of Business; 4.8.18 none of 4.8.18. the Company and its Subsidiary 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 members, managers, directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan (“employee benefit plan” as such term is defined below)in ERISA); 4.8.19 none of 4.8.19. the Company and its Subsidiary has not made any other change in employment terms for any of its members, managers, directors, officers, and employees outside the Ordinary Course of Business; 4.8.20 none of 4.8.20. the Company and its Subsidiary has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; 4.8.21 4.8.21. 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; 4.8.22. the Company has not agreed to or entered into any agreement with any network marketing distributor of the Company and its Subsidiary(“Ambassador”) providing for any compensation or other benefit or status or opportunity that is either inconsistent with terms offered to other Ambassadors generally under the Company’s network marketing plan or in violation of the Company’s network marketing plan; and 4.8.22 none of 4.8.23. the Company and its Subsidiary has not committed to do any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year EndExcept as set forth on Schedule 3.37, there since April 3, 2005: (a) Company has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of any of the Company and its Subsidiary. Without limiting the generality of the foregoing, since that date: 4.8.1 none of the Company and its Subsidiary has sold, leased, transferred, or assigned any of its assets, tangible or intangible, that are material, either individually or in the aggregate, to Company’s business, other than for a fair consideration in the its Ordinary Course of Business; 4.8.2 none of the (b) Company and its Subsidiary has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving requiring payments or yielding receipts of more than $20,000 or outside 5,000 in any twelve (12) month period of more than $10,000 in the aggregate other than in the Ordinary Course of Business; 4.8.3 (c) no party (including any of the Company and its SubsidiaryCompany) has accelerated, terminated, modifiedmade material modifications to, or canceled cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $20,000 to which any of the Company and its Subsidiary is a party or by which it is bound nor, to the Knowledge of Company, threatened any of them is boundthe foregoing actions; 4.8.4 none of (d) except for the Permitted Liens, Company and its Subsidiary has not caused or permitted any Lien to be imposed any Security Interest upon any of its assets, tangible or intangible, that are material, either individually or in the aggregate, to Company’s business; 4.8.5 none of the (e) Company and its Subsidiary has not made any capital expenditure (or series of related capital expenditures) either involving more than $20,000 10,000 individually or $25,000 in the aggregate or outside the Ordinary Course of Business; 4.8.6 none of the (f) Company and its Subsidiary has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions); (g) either involving more than $20,000 or Company has not outside the Ordinary Course of Business; 4.8.7 none of the Company and its Subsidiary has Business issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $5,000 singly or $20,000 in the aggregate10,000; 4.8.8 none of the (h) Company has not incurred, created or otherwise become liable for any indebtedness and its Subsidiary has not delayed or postponed the payment of accounts payable and other Liabilities liabilities either involving more than $5,000 individually or $25,000 in the aggregate or outside the Ordinary Course of Business; 4.8.9 none of the (i) Company and its Subsidiary has cancelednot amended, cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $20,000 or outside the Ordinary Course of BusinessBusiness and has not accelerated collection of accounts receivable or delayed payment of accounts payable; 4.8.10 none of the (j) Company and its Subsidiary has not granted any license or sublicense of any rights under or with respect to any Intellectual Property outside that is material, either individually or in the Ordinary Course of Businessaggregate, to Company’s business; 4.8.11 (k) there has been no change made or authorized in the charter Articles of Incorporation or bylaws of any of the Company and its Subsidiarywhich have not been approved in writing by Purchaser; 4.8.12 none of the (l) Company and its Subsidiary has not issued, sold, exchanged, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; 4.8.13 none of (m) except as disclosed in the Financial Statements or as otherwise expressly contemplated in this Agreement, Company and its Subsidiary has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock, or granted any Person any option or other right to acquire any shares of capital stock or other securities of Company; 4.8.14 none of the (n) Company and its Subsidiary has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its propertyproperty that is material, either individually or in the aggregate, to Company’s business; 4.8.15 none of the (o) Company and its Subsidiary has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside other than in the Ordinary Course of BusinessBusiness or as otherwise expressly contemplated in this Agreement; 4.8.16 none of the (p) Company and its Subsidiary 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; 4.8.17 none of the (q) Company and its Subsidiary has not granted any increase in the base compensation of any of its directors, officers, and officers or employees outside except annual salary increases or bonuses in the Ordinary Course of Business; 4.8.18 none of the (r) Company and its Subsidiary has not adopted, amended, modified, or terminated terminated, in any material respect, any bonus, profit-profit sharing, incentive, severance, employee benefit 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 (as defined below)Plan); 4.8.19 none of (s) Company has not entered into or modified any retention, severance or incentive agreement related to the transactions contemplated by this Agreement; (t) Company and its Subsidiary has not made any other change in employment terms terms, compensation or benefits for any of its directors, officers, officers and employees outside the Ordinary Course of Businessemployees; 4.8.20 none (u) Company has not changed any method or principle of accounting except to the Company and its Subsidiary has made extent required by GAAP or pledged to make any charitable or other capital contribution outside the Ordinary Course of Businessas advised by Company’s independent accountant; 4.8.21 there (v) Company has not been made any other material occurrence, event, incident, action, failure to act, Tax election or transaction outside the Ordinary Course of Business involving settled any of the Company and its SubsidiaryTax liability; and 4.8.22 none of the (w) Company and its Subsidiary has not committed to or agreed to undertake any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year EndExcept as set forth on Schedule 3.37, since June 30, 2003, there has not been any material adverse change in the business, financial condition, operations, results of operations, Assets, customer, supplier or employee relations or future prospects of any of the Company and its Subsidiary(other than changes in general economic conditions) which has resulted in or would reasonably be expected have a Material Adverse Effect on Company. Without limiting the generality of the foregoing, since that date: 4.8.1 none of the (a) Company and its Subsidiary has not sold, leased, transferred, or assigned any of its assetsAssets, tangible or intangible, other than for a fair consideration in outside the Ordinary Course of Business, except that Company sold or otherwise transferred the stock of LDS and the Intercompany Note Receivable to Seller on January 30, 2004; 4.8.2 none of the (b) Company and its Subsidiary has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $20,000 25,000 or outside the Ordinary Course of Business; 4.8.3 (c) no party (including any of the Company and its SubsidiaryCompany) has accelerated, terminated, modifiedmade material modifications to, or canceled cancelled any agreementContract, contract, leaseLease, or license (or series of related agreements, contractsContracts, leasesLeases, and licenses) involving more than $20,000 25,000 to which any of the Company and its Subsidiary is a party or by which it is bound nor, to Company’s Knowledge, threatened any of them is boundthe foregoing actions; 4.8.4 none of (d) except for the Permitted Liens, Company and its Subsidiary has not caused or permitted any Lien to be imposed any Security Interest upon any of its assetsAssets, tangible or intangible; 4.8.5 none of the (e) Company and its Subsidiary has not made any capital expenditure (or series of related capital expenditures) either involving more than $20,000 25,000 or outside the Ordinary Course of Business; 4.8.6 none of the (f) Company and its Subsidiary has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $20,000 25,000 or outside the Ordinary Course of Business; 4.8.7 none of the (g) Company and its Subsidiary has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation obligations either involving more than $5,000 singly 25,000 individually or $20,000 50,000 in the aggregate; 4.8.8 none of the (h) Company has not incurred, created or otherwise become liable for any indebtedness and its Subsidiary has not delayed or postponed the payment of accounts payable and other Liabilities liabilities either involving more than $25,000 individually or $50,000 in the aggregate, or outside the Ordinary Course of Business; 4.8.9 none of the (i) Company and its Subsidiary has cancelednot amended, cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $20,000 or outside the Ordinary Course of BusinessBusiness and has not accelerated collection of accounts receivable or delayed payment of accounts payable; 4.8.10 none of the (j) Company and its Subsidiary has not granted any license or sublicense of any rights under or with respect to any Intellectual Property outside the Ordinary Course of BusinessProperty; 4.8.11 (k) there has been no change made or authorized in the charter articles of incorporation or bylaws of any of the Company and its SubsidiaryCompany; 4.8.12 none of the (l) Company and its Subsidiary has not issued, sold, exchanged, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; 4.8.13 none of (m) except as disclosed in the Financial Statements, Company and its Subsidiary has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock, or granted any Person any option or other right to acquire any shares of capital stock or other securities of Company; 4.8.14 none of the (n) Company and its Subsidiary has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its propertyproperty that is material, individually or in the aggregate, to Company’s business or Assets; 4.8.15 none of the (o) Company and its Subsidiary has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside other than in the Ordinary Course of Business; 4.8.16 none of the (p) Company and its Subsidiary has not entered into any employment contract involving base compensation of $50,000 or more or any collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; 4.8.17 none of the (q) Company and its Subsidiary has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Businessofficers or employees; 4.8.18 none of the (r) Company and its Subsidiary has not adopted, terminated, amended, modified, or terminated modified any bonus, profit-profit sharing, incentive, severance, employee benefit 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 (as defined below)Plan); 4.8.19 none of (s) Company has not entered into or modified any retention, severance or incentive agreement related to the transactions contemplated by this Agreement; (t) Company and its Subsidiary has not made any other change in employment terms terms, compensation or benefits for any of its directors, officers, officers and employees outside the Ordinary Course of Businessemployees; 4.8.20 none (u) Company has not changed any method or principle of accounting except to the Company and its Subsidiary has made extent required by GAAP or pledged to make any charitable or other capital contribution outside the Ordinary Course of Businessas advised by Company’s independent accountant; 4.8.21 there (v) Company has not been made any other material occurrence, event, incident, action, failure to act, Tax election or transaction outside the Ordinary Course of Business involving settled any of the Company and its SubsidiaryTax Liability; and 4.8.22 none of the (w) Company and its Subsidiary has not committed to or agreed to undertake any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since Except as set forth on Schedule 4.8, since the Most Recent Fiscal Year End, there has not been any material adverse change in the business, financial condition, operations, results of operations, assets, customer, supplier or future prospects of any of the employee relations which has had, or is reasonably likely to have, a Company and its SubsidiaryMaterial Adverse Effect. Without limiting the generality of the foregoing, since that date: 4.8.1 none of neither the Company and its Subsidiary nor AIM has sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration that are material, either individually or in the aggregate, to its business, outside the Ordinary Course of Business; 4.8.2 none of neither the Company and its Subsidiary nor AIM has entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $20,000 25,000 or outside the Ordinary Course of Business; 4.8.3 neither the Company nor AIM has engaged in any new line of business; 4.8.4 no party (including any of the Company and its Subsidiaryor AIM) has accelerated, terminated, modifiedmade material modifications to, or canceled cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $20,000 25,000 to which any of the Company and its Subsidiary or AIM is a party or by which it is bound nor, to the Knowledge of the Seller, threatened any of them is boundthe foregoing actions; 4.8.4 none of 4.8.5 except for Permitted Encumbrances, neither the Company and its Subsidiary nor AIM has caused or permitted any Encumbrance to be imposed any Security Interest upon any of its assets, tangible or intangible, that are material, either individually or in the aggregate, to its business; 4.8.5 none of 4.8.6 neither the Company and its Subsidiary nor AIM has made any capital expenditure (or series of related capital expenditures) either involving more than $20,000 10,000 or outside the Ordinary Course of Business; 4.8.6 none of 4.8.7 neither the Company and its Subsidiary nor AIM 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 $20,000 or outside the Ordinary Course of Business); 4.8.7 none of 4.8.8 neither the Company and its Subsidiary nor AIM has created, incurred, otherwise become liable for, or issued any note, bond, or other debt security or created, incurred, assumed, other Indebtedness or assumed or guaranteed any indebtedness for borrowed money Indebtedness and has not repaid or capitalized lease obligation either involving more than $5,000 singly returned any note, bond or $20,000 in the aggregate; 4.8.8 none other Indebtedness of the Company and its Subsidiary has delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of BusinessAIM; 4.8.9 none of neither the Company and its Subsidiary nor AIM has canceledamended, cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $20,000 10,000 or outside the Ordinary Course of Business, and has not accelerated collection of accounts receivable, or delayed payment of accounts payable; 4.8.10 none of neither the Company and its Subsidiary nor AIM has granted any license or sublicense of any rights under or with respect to any Intellectual Property outside that is material, either individually or in the Ordinary Course aggregate, to its business or disposed of Businessor permitted to lapse any rights to the use of any of its Intellectual Property or disclosed to any Person any of its material trade secrets, formula, processes, technology or know-how not heretofore a matter of public knowledge; 4.8.11 there has been no change made or authorized in the charter certificate of incorporation or bylaws of any of the Company and its Subsidiaryor AIM; 4.8.12 none of neither the Company and its Subsidiary nor AIM has issued, sold, exchanged, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; 4.8.13 none of neither the Company and its Subsidiary nor AIM 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 of its capital stock; 4.8.14 none of neither the Company and its Subsidiary nor AIM has experienced any damage, destruction, or loss (whether or not covered by insurance) to property that is material, either individually or in the aggregate, to its propertybusiness; 4.8.15 none of neither the Company and its Subsidiary nor AIM has made any loan to, or entered into any other transaction with, any of its respective directors, officers, and employees outside the Ordinary Course of Businessemployees; 4.8.16 none of except as set forth on Schedule 4.8, neither the Company and its Subsidiary nor AIM has entered into any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; 4.8.17 none other than in the Ordinary Course of Business, neither the Company and its Subsidiary nor AIM has granted any increase in the base compensation of any of its respective directors, officers, and employees outside the Ordinary Course of Businessofficers or employees; 4.8.18 none of neither the Company and its Subsidiary nor AIM has adopted, amended, modifiedamended or modified in any material respect, or terminated any bonus, profit-profit sharing, incentive, severance, employee benefit 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 (as defined below)Plan); 4.8.19 none of except as set forth on Schedule 4.8, neither the Company and its Subsidiary nor AIM has entered into or modified any retention, severance or incentive agreement related to the transactions contemplated by this Agreement; 4.8.20 neither the Company nor AIM has made any other change in employment terms terms, compensation or benefits for any of its respective directors, officers, and employees outside the Ordinary Course of Business; 4.8.20 none of the Company and its Subsidiary has made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Businessemployees; 4.8.21 there neither the Company nor AIM (nor the Seller or any of its Affiliates with respect to the Company or AIM) has not been changed any method or principle of accounting, except to the extent required by GAAP or as advised by the Company’s independent accountant; 4.8.22 neither the Company nor AIM has paid, discharged or satisfied any Liability which resulted in a continuing monetary or non-monetary obligation on its business; 4.8.23 neither the Company nor AIM (nor the Seller or any of its Affiliates with respect to the Company or AIM) has (i) made, changed, or revoked any material Tax election (other than as otherwise required by changes in applicable Law or GAAP), (ii) settled or compromised any Tax Liability or refund, or (iii) filed any amended Tax Return, entered into any closing agreement, consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or taken any other material occurrence, event, incident, action, failure similar action relating to act, the filing of any Tax Return or transaction outside the Ordinary Course payment of Business involving any of the Company and its SubsidiaryTax; and 4.8.22 none of 4.8.24 neither the Company and its Subsidiary nor AIM has committed to or agreed to undertake any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since Except as set forth on Schedule 4.8, since the Most Recent Fiscal Year End, there has not been any material adverse change in the business, financial condition, operations, results of operations, assets, customer, supplier or future prospects of any of employee relations (other than changes in general economic conditions) which has had, or is reasonably likely to have, a Material Adverse Effect on the Company and or its Subsidiarybusiness as presently conducted. Without limiting the generality of the foregoing, since that date: 4.8.1 none of the Company and its Subsidiary has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration that are material, either individually or in the aggregate, to the Company’s business, outside the Ordinary Course of Business; 4.8.2 none of the Company and its Subsidiary has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $20,000 25,000 or outside the Ordinary Course of Business; 4.8.3 no party (including any of the Company and its SubsidiaryCompany) has accelerated, terminated, modifiedmade material modifications to, or canceled cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $20,000 25,000 to which any of the Company and its Subsidiary is a party or by which it is bound nor, to the Knowledge of the Seller and the Company, threatened any of them is boundthe foregoing actions; 4.8.4 none of except for Permitted Encumbrance, the Company and its Subsidiary has not caused or permitted any Encumbrance to be imposed any Security Interest upon any of its assets, tangible or intangible, that are material, either individually or in the aggregate, to the Company’s business; 4.8.5 none of the Company and its Subsidiary has not made any capital expenditure (or series of related capital expenditures) either involving more than $20,000 10,000 or outside the Ordinary Course of Business; 4.8.6 none of the Company and its Subsidiary has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $20,000 or outside the Ordinary Course of Business); 4.8.7 none of the Company and its Subsidiary has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $5,000 singly or $20,000 in the aggregateaggregate and has not repaid or returned any note, bond or other debt of the Company; 4.8.8 none of the Company has not incurred, created or otherwise become liable for any Indebtedness and its Subsidiary has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; 4.8.9 none of the Company and its Subsidiary has cancelednot amended, cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $20,000 10,000 or outside the Ordinary Course of BusinessBusiness and has not accelerated collection of accounts receivable, delayed payment of accounts payable; 4.8.10 none of the Company and its Subsidiary has not granted any license or sublicense of any rights under or with respect to any Intellectual Property outside that is material, either individually or in the Ordinary Course of Businessaggregate, to the Company’s business; 4.8.11 there has been no change made or authorized in the charter certificate of incorporation or bylaws of any of the Company and its SubsidiaryCompany; 4.8.12 none of the Company and its Subsidiary has not issued, sold, exchanged, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; 4.8.13 none of the Company and its Subsidiary has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock, or granted any Person any option or other right to acquire any shares of capital stock or other securities of the Company; 4.8.14 none of the Company and its Subsidiary has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its propertyproperty that is material, either individually or in the aggregate, to the Company’s business; 4.8.15 none of the Company and its Subsidiary has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Businessemployees; 4.8.16 none of the Company and its Subsidiary 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; 4.8.17 none other than in the Ordinary Course of business, the Company and its Subsidiary has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Businessofficers or employees; 4.8.18 none of the Company and its Subsidiary has not adopted, amended, modified, or terminated terminated, in any material respect, any bonus, profit-profit sharing, incentive, severance, employee benefit 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 (as defined below)Plan); 4.8.19 none of except as set forth on Schedule 4.8, the Company and its Subsidiary has not entered into or modified any retention, severance or incentive agreement related to the transactions contemplated by this Agreement; 4.8.20 the Company has not made any other change in employment terms terms, compensation or benefits for any of its directors, officers, and employees outside the Ordinary Course of Business; 4.8.20 none of the Company and its Subsidiary has made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Businessemployees; 4.8.21 there the Company has not been changed any other method or principle of accounting except to the extent required by GAAP or as advised by the Company’s independent accountant; 4.8.22 the Company has not made any material occurrence, event, incident, action, failure to actTax election, or transaction outside the Ordinary Course of Business involving settled any of the Company and its SubsidiaryTax liability; and 4.8.22 none of 4.8.23 the Company and its Subsidiary has not committed to or agreed to undertake any of the foregoing.

Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent Fiscal Year EndExcept as set forth on Schedule 3.37, since December 31, 2006, there has not been any material adverse change in the business, financial condition, operations, results of operations, assets, or future prospects customer, supplier or employee relations of any of the Company and (other than changes in general economic conditions) which has had, or is reasonably likely to have, a Material Adverse Effect on Company or its Subsidiarybusiness as presently conducted. Without limiting the generality of the foregoing, since that date, except as set forth on Schedule 3.37: 4.8.1 none of the (a) Company and its Subsidiary has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, that are material, either individually or in the aggregate, to Company’s business, other than for a fair consideration in the its Ordinary Course of Business; 4.8.2 none of the (b) Company and its Subsidiary has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more other than $20,000 or outside in the Ordinary Course of Business; 4.8.3 (c) no party (including any of the Company and its SubsidiaryCompany) has accelerated, terminated, modifiedmade material modifications to, or canceled cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $20,000 to which any of the Company and its Subsidiary is a party or by which it is bound nor, to the Knowledge of any Seller or Company, threatened any of them is boundthe foregoing actions; 4.8.4 none of (d) except for the Permitted Liens, Company and its Subsidiary has not caused or permitted any Lien to be imposed any Security Interest upon any of its assets, tangible or intangible, that are material, either individually or in the aggregate, to Company’s business; 4.8.5 none of the (e) Company and its Subsidiary has not made any capital expenditure (or series of related capital expenditures) either involving more than $20,000 or outside the Ordinary Course of Business; 4.8.6 none of the (f) Company and its Subsidiary has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions); (g) either involving more than $20,000 or Company has not outside the Ordinary Course of Business; 4.8.7 none of the Company and its Subsidiary has Business issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $5,000 singly or $20,000 in the aggregateobligation; 4.8.8 none of the (h) Company has not incurred, created or otherwise become liable for any indebtedness and its Subsidiary has not delayed or postponed the payment of accounts payable and other Liabilities liabilities outside the Ordinary Course of Business; 4.8.9 none of the (i) Company and its Subsidiary has cancelednot amended, cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $20,000 or outside the Ordinary Course of BusinessBusiness and has not accelerated collection of accounts receivable or delayed payment of accounts payable; 4.8.10 none of the (j) Company and its Subsidiary has not granted any license or sublicense of any rights under or with respect to any Intellectual Property outside that is material, either individually or in the Ordinary Course of Businessaggregate, to Company’s business; 4.8.11 (k) there has been no change made or authorized in the charter Articles of Incorporation or bylaws Bylaws of any of the Company and its SubsidiaryCompany; 4.8.12 none of the (l) Company and its Subsidiary has not issued, sold, exchanged, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; 4.8.13 none of (m) except as disclosed in the Financial Statements, Company and its Subsidiary has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock, or granted any Person any option or other right to acquire any shares of capital stock or other securities of Company; 4.8.14 none of the (n) Company and its Subsidiary has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its propertyproperty that is material, either individually or in the aggregate, to Company’s business; 4.8.15 none of the (o) Company and its Subsidiary has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside other than in the Ordinary Course of Business; 4.8.16 none of the (p) Company and its Subsidiary 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; 4.8.17 none of the Company and its Subsidiary has granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business(q) [intentionally deleted]; 4.8.18 none of the (r) Company and its Subsidiary has not adopted, amended, modified, or terminated any bonus, profit-profit sharing, incentive, severance, employee benefit 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 (as defined below)Plan); 4.8.19 none of (s) Company has not entered into or modified any retention, severance or incentive agreement related to the transactions contemplated by this Agreement; (t) Company and its Subsidiary has not made any other change in employment terms terms, salary or other compensation, or benefits for any of its directors, officers, officers and employees outside set forth on Schedules 1.1 and other than in the Ordinary Course of Business, Company has not made any other changes in employment terms, salary or other compensation, or benefits of any of its other employees; 4.8.20 none (u) Company has not changed any method or principle of accounting except to the Company and its Subsidiary has made extent required by GAAP or pledged to make any charitable or other capital contribution outside the Ordinary Course of Businessas advised by Company’s independent accountant; 4.8.21 there (v) Company has not been made any other material occurrence, event, incident, action, failure to actTax election, or transaction outside the Ordinary Course of Business involving settled any dispute with respect to any Tax liability; (w) Except as disclosed on Schedule 3.37, Company has not taken any of the Company and its Subsidiaryactions which are described in Sections 5.2(a) through (aa); and 4.8.22 none of the (x) Company and its Subsidiary has not committed to or agreed to undertake any of the foregoing.