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

Events Subsequent to the Most Recent Fiscal Year End. To the Knowledge of the Shareholders and TST, since the Most Recent Fiscal Year End, there has not been any material adverse change in the business, financial condition, operations, or results of operations of TST and its Subsidiaries taken as a whole, and, without limiting the generality of the foregoing, to the Knowledge of the Shareholders and TST, since that date: a. neither TST nor any of its Subsidiaries has sold, leased, transferred, or assigned any material assets, tangible or intangible, except in the Ordinary Course of Business; b. neither TST nor any of its Subsidiaries has entered into any material agreement, contract, lease, or license except in the Ordinary Course of Business, provided, however, that TST's broker's contract with MASI, Ltd., payments already made thereunder, and payment by TST to MASI, Ltd., of the remaining balance due thereunder in an amount not to exceed $326,000.00 (Three Hundred Twenty-Six Thousand United States Dollars) prior to Closing shall not be deemed a breach of this representation and warranty; c. neither TST nor any of its Subsidiaries has accelerated, terminated, made material modifications to, or canceled any material agreement, contract, lease, or license to which either TST or any of its Subsidiaries is a party or by which either of them is bound; d. neither TST nor any of its Subsidiaries has imposed any Security Interest upon any of its assets, tangible or intangible; e. neither TST nor any of its Subsidiaries has made any material capital expenditures except in the Ordinary Course of Business; f. neither TST nor any of its Subsidiaries has made any material capital investment in, or any material loan to, any other Person except in the Ordinary Course of Business; g. TST and any of its Subsidiaries have not created, incurred, assumed, or guaranteed more than $200,000.00 in aggregate indebtedness for borrowed money and capitalized lease obligations; h. neither TST nor any of its Subsidiaries has granted any license or sub- license of any material rights under or with respect to any Intellectual Property, except in the Ordinary Course of Business; i. there has been no change made or authorized in the charter or bylaws of TST or any of its Subsidiaries; j. neither TST nor any of its Subsidiaries 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, or otherwise amended or altered the rights of its voting stock; k. neither TST nor any of its Subsidiaries 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; l. neither TST nor any of its Subsidiaries has experienced any material damage, destruction, or loss (whether or not covered by insurance) to its property; m. neither TST nor any of its Subsidiaries has made any loan to, or entered into any other transaction with, any of its directors, officers, and employees except in the Ordinary Course of Business; n. neither TST nor any of its Subsidiaries has entered into employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement; o. neither TST nor any of its Subsidiaries has granted any increase in the base compensation of any of its directors, officers, and employees except in the Ordinary Course of Business; p. neither TST nor any of its Subsidiaries has adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); q. neither TST nor any of its Subsidiaries has made any other material change in employment terms for any of its directors, officers, and employees except in the Ordinary Course of Business; r. neither TST nor any of its Subsidiaries has reacquired shares of its voting common stock in anticipation of any transaction(s) contemplated in this Agreement; s. neither TST nor any of its Subsidiaries has acquired any of the capital stock of Brokat; and t. neither TST nor any of its Subsidiaries has committed to any of the foregoing.

Events Subsequent to the Most Recent Fiscal Year End. To Since December 31, 1996, except as set forth on the Knowledge of the Shareholders and TST, since the Most Recent Fiscal Year EndDisclosure Schedule, there has not been any material Material adverse change in the assets, Liabilities, business, financial condition, operations, or results of operations operations, or future prospects of TST and its Subsidiaries taken as a whole, and, without WPC. Without limiting the generality of the foregoing, to the Knowledge of the Shareholders and TST, foregoing since that datedate except as set forth on the Disclosure Schedule: a. neither TST nor any of its Subsidiaries (i) WPC has not sold, leased, transferred, or assigned any material of its assets, tangible or intangible, except other than for a fair consideration in the Ordinary Course of Business; b. neither TST nor any of its Subsidiaries (ii) WPC has not entered into any material agreement, contract, lease, sublease, license or sublicense (or series or related contracts, leases, subleases, licenses and sublicenses) either involving more than $35,000 or outside the Ordinary Course of Business; (iii) WPC has not accelerated, terminated, modified, or canceled any contract, lease, sublease, license except or sublicense (or series of related contracts, leases, subleases, licenses and sublicenses) involving more than $25,000 to which WPC is a party or by which it is bound; (iv) no party has notified WPC of any acceleration, termination modification or cancellation of any Material Customer Contract or any contract, agreement, lease, sublease, license or sublicense (or series of related contracts, leases, subleases, licenses and sublicenses), other than any employment or consulting agreements entered into in the Ordinary Course of Business, provided, however, that TST's broker's contract with MASI, Ltd., payments already made thereunder, and payment by TST to MASI, Ltd., of the remaining balance due thereunder in an amount not to exceed involving more than $326,000.00 (Three Hundred Twenty-Six Thousand United States Dollars) prior to Closing shall not be deemed a breach of this representation and warranty; c. neither TST nor any of its Subsidiaries has accelerated, terminated, made material modifications to, or canceled any material agreement, contract, lease, or license 25,000 to which either TST or any of its Subsidiaries a WPC is a party or by which either of them it is bound; d. neither TST nor any of its Subsidiaries (v) WPC has not imposed any Security Interest upon any of its assets, tangible or intangible; e. neither TST nor any of its Subsidiaries (vi) WPC has not made any material capital expenditures except expenditure (or series of related capital expenditures) either involving more than $50,000 individually or $200,000 in the aggregate, or outside the Ordinary Course of Business; f. neither TST nor any of its Subsidiaries (vii) WPC has not made any material capital investment in, or any material loan to, or any acquisition of the securities or assets of any other Person except person (or series of related capital investments, loans, and acquisitions) either involving more than $50,000 individually or $200,000 in the Ordinary Course of Businessaggregate; g. TST and any of its Subsidiaries have (viii) WPC has not created, incurred, assumed, or guaranteed any indebtedness (including capitalized lease obligations) either involving more than $200,000.00 35,000 individually or in the aggregate indebtedness for borrowed money and capitalized lease obligationsor outside the Ordinary Course of Business; h. neither TST nor (ix) WPC has not delayed or postponed (beyond its normal practice) the payment of accounts payable and other Liabilities; (x) WPC has not canceled, compromised, waived, or released any right or claim (or series of its Subsidiaries related rights and claims) either involving more than $25,000 or outside the Ordinary Course of Business; (xi) WPC has not granted any license or sub- license sublicense of any material rights under or with respect to any Intellectual Property, except in the Ordinary Course of Business; i. (xii) there has been no change made or authorized in the charter or bylaws of TST or any of its SubsidiariesWPC; j. neither TST nor any of its Subsidiaries (xiii) WPC has not 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, conversion or exercise) any of its capital stock, or otherwise amended or altered the rights of its voting stock; k. neither TST nor any of its Subsidiaries (xiv) Except for distributions to Sellers to pay their respective income tax liabilities (but not cash-to-accrual tax liabilities), WPC 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 nor redeemed, purchased, or otherwise acquired any of its capital stock; l. neither TST nor (xv) WPC has not made any of its Subsidiaries consulting or other payment to the Sellers; (xvi) WPC has not experienced any material damage, destruction, destruction or loss involving more than $25,000 (whether or not covered by insurance) to its property; m. neither TST nor any of its Subsidiaries (xvii) WPC has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees except in outside the Ordinary Course of BusinessBusiness involving more than $25,000 giving rise to any claim or right on its part against the person or on the part of the person against it; n. neither TST nor any of its Subsidiaries (xviii) WPC 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; o. neither TST nor agreement with any of its Subsidiaries full-time staff employees; (xix) WPC has not granted any an increase outside the Ordinary Course of Business in the base compensation of any of its directors, officers, and employees except in the Ordinary Course of Businessemployees; p. neither TST nor (xx) WPC has not adopted any of its Subsidiaries has adopted, amended, modified, or terminated any (A) bonus, (B) profit-sharing, incentive(C) incentive compensation, (D) pension, (E) retirement, (F) medical, hospitalization, life, or other insurance, (G) severance, or (H) other plan, contract, contract or commitment for the benefit of any of its directors, officers, and employees (employees, or taken modified or terminated any existing such action with respect to any other Employee Benefit Plan)plan, contract or commitment; q. neither TST nor any of its Subsidiaries (xxi) WPC has not made any other material change in employment terms for any of its directors, officers, and employees except in full-time staff employees; (xxii) WPC has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; r. neither TST nor (xxiii) there has not been any other occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of its Subsidiaries has reacquired shares of its voting common stock in anticipation of any transaction(s) contemplated in this Agreement; s. neither TST nor any of its Subsidiaries has acquired any of the capital stock of BrokatBusiness involving WPC; and t. neither TST nor any of its Subsidiaries (xxiv) WPC has not committed to any of the foregoing.

Events Subsequent to the Most Recent Fiscal Year End. To Except for year to date losses disclosed in the Knowledge Most Recent Financial Statements for the Most Recent Fiscal Month End or as otherwise disclosed in SCHEDULE 4(f) of the Shareholders and TSTDisclosure Schedule, since the date of the Most Recent Fiscal Year End, there has not been any material adverse change in the assets, Liabilities, business, financial condition, operations, or results of operations operations, or future prospects of TST and its Subsidiaries taken as a whole, and, without the Company. Without limiting the generality of the foregoing, to the Knowledge of the Shareholders and TST, since that date: a. neither TST nor any of its Subsidiaries (i) the Company has not sold, leased, transferred, or assigned any material of its assets, tangible or intangible, except other than for fair consideration in the Ordinary Course of Business; b. neither TST nor any of its Subsidiaries (ii) the Company has not entered into any material agreement, contract, lease, sublease, license or license except in sublicense (or series of related contracts, leases, subleases, licenses and sublicenses) outside the Ordinary Course of Business, providednor has the Company submitted or received any business proposals or given quotations with respect to any prospective contract, howeverlease, that TST's broker's contract with MASIsublease, Ltd.license, payments already made thereunderor sublicense (or series of related contracts, and payment by TST to MASIleases, Ltd.subleases, licenses, sublicenses) which are outside the Ordinary Course of the remaining balance due thereunder in an amount not to exceed $326,000.00 (Three Hundred Twenty-Six Thousand United States Dollars) prior to Closing shall not be deemed a breach of this representation and warrantyBusiness; c. neither TST nor any of its Subsidiaries (iii) no party has accelerated, terminated, made material modifications toamended, modified, or canceled or waived any material agreement, rights or obligations under any contract, lease, sublease, license or license sublicense (or series of related contracts, leases, subleases, licenses and sublicenses) to which either TST or any of its Subsidiaries the Company is a party or by which either of them it is bound; d. neither TST nor any of its Subsidiaries (iv) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible; e. neither TST nor any of its Subsidiaries (v) the Company has not made any material capital expenditures except in expenditure (or series of related capital expenditures) outside the Ordinary Course of Business; f. neither TST nor any of its Subsidiaries (vi) the Company has not made any material capital investment in, or any material loan to, or any acquisition of the securities or assets of any other Person except in (or series of related capital investments, loans, and acquisitions) outside the Ordinary Course of Business; g. TST and any of its Subsidiaries have (vii) the Company has not created, incurred, assumed, or guaranteed more than $200,000.00 in aggregate any indebtedness for borrowed money and (including capitalized lease obligations) outside the Ordinary Course of Business; h. neither TST nor (viii) the Company has not delayed or postponed (beyond its normal practice) the payment of accounts payable and other Liabilities; (ix) the Company has not accelerated the payments of accounts receivable beyond its normal practice; (x) the Company has not canceled, compromised, waived, or released any right or claim (or series of its Subsidiaries related rights and claims) outside the Ordinary Course of Business; (xi) the Company has not granted any license or sub- license sublicense of any material rights under or with respect to any Intellectual Property, except in the Ordinary Course of Business; i. (xii) there has been no change made or authorized in the charter Articles of Incorporation or bylaws Bylaws of TST or any of its Subsidiariesthe Company; j. neither TST nor any of its Subsidiaries (xiii) the Company has not 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, conversion or exercise) any of its capital stockstock or redeemed, repurchased or otherwise amended acquired or altered the rights transferred any of its voting capital stock; k. neither TST nor any of its Subsidiaries (xiv) the Company 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; l. neither TST nor any of its Subsidiaries (xv) the Company has not experienced any material damage, destruction, or loss (whether or not covered by insurance) to its propertyproperty in excess of $10,000 singly, or in the aggregate (provided that the occurrence of such an event subsequent to the execution of this Agreement shall not constitute a breach of this representation and warranty); m. neither TST nor any of its Subsidiaries (xvi) the Company has not made any loan to, or entered into any other transaction with, Duke or Duke Xxxxxxxxx xx any of its the Company's directors, officers, and employees except in outside the Ordinary Course of BusinessBusiness giving rise to any claim or right on its part against the person or on the part of the person against the Company; n. neither TST nor any of its Subsidiaries (xvii) the Company has not entered into any employment contract or collective bargaining agreement, written or oral, or materially modified the terms of any existing such contract or agreement; o. neither TST nor any of its Subsidiaries (xviii) the Company has not granted any increase outside the Ordinary Course of Business in the base compensation of any of its directors, officers, and employees except in the Ordinary Course of Businessemployees; p. neither TST nor (xix) the Company has not adopted any of its Subsidiaries has adopted, amended, modified, Employee Benefit Plan or terminated any (A) bonus, (B) profit-sharing, incentive, (C) severance, (D) pension, (E) retirement, (F) medical, hospitalization, life or other insurance, or (G) other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (employees, or taken materially modified or terminated any existing such action with respect to any other Employee Benefit Plan)Plan or other such plan, contract, or commitment; q. neither TST nor any of its Subsidiaries (xx) the Company has not made any other material change in employment terms for any of its directors, officers, and employees except employees; (xxi) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxii) the Company has not failed to maintain levels of inventory in the Ordinary Course of Business; r. neither TST nor any (xxiii) the Company has not failed to maintain its assets in repair, order and condition in accordance with the Ordinary Course of its Subsidiaries has reacquired shares of its voting common stock in anticipation of any transaction(s) contemplated in this AgreementBusiness; s. neither TST nor any of its Subsidiaries has acquired any (xxiv) to the Knowledge of the capital stock Company, there has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of BrokatBusiness involving the Company; and t. neither TST nor any of its Subsidiaries (xxv) the Company has not committed to any of the foregoing.