Common use of Existing Condition Clause in Contracts

Existing Condition. Except as otherwise set forth in the SPAR Disclosure Letter, since the Interim SPAR Marketing Balance Sheet Date, no SPAR Marketing Company has: (a) incurred any liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice (including, without limitation, advances under its commitments and lines of credit), the liabilities contemplated under the SPAR Premerger Agreements; (b) discharged or satisfied any lien or encumbrance or paid any liabilities, other than in the ordinary course of business consistent with past practice (including, without limitation, repayments under its commitments and lines of credit), or failed to pay or discharge when due any liabilities, other than in the ordinary course of business consistent with past practice, or where the obligation is being contested in good faith, and the failure to pay or discharge has not caused and would not be reasonably likely to cause any SPAR Material Adverse Effect; (c) sold, encumbered, assigned or transferred any assets, properties or rights or any interest therein, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of any SPAR Marketing Company or any interest therein, except for sales and dispositions in the ordinary course of business consistent with past practice, and except for the transactions contemplated under the SPAR Premerger Agreements and this Agreement; (d) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever, other than (i) in the ordinary course of business (including, without limitation, future advances and floating liens under existing, increased or replacement credit facilities), or (ii) in connection with the financing of the MCI Acquisition; (e) made or suffered any early cancellation or termination of any Material SPAR Document (other than in the ordinary course of business with a vendor to a SPAR Marketing Company); or amended, modified or waived any substantial debts or claims held by it under any Material SPAR Document other than in the ordinary course of business; (f) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of shares of its capital stock or its other ownership interests; (g) suffered any damage, destruction or loss that has had or will have (i) a SPAR Material Adverse Effect, or (ii) a replacement cost individually or in the aggregate at more than $100,000; (h) suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct its business and operations; (i) suffered any material adverse change in the business, operations, properties, assets or financial condition of the SPAR Marketing Companies taken as a whole; (j) received notice or had knowledge of any actual or overtly threatened organized or coordinated labor trouble, strike or other similar occurrence, event or condition of any similar character that has had or would be reasonably likely to have a SPAR Material Adverse Effect; (k) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or made any increase in, or any addition to, other benefits to which any of its employees are entitled (in each case other than increases in salaries or other compensation in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a SPAR Material Adverse Effect); (l) changed any of the accounting principles followed by it or the methods of applying such principles, other than the contemplated change for certain of the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (to be effected shortly before the Effective Time) and other changes in implementing the SPAR Premerger Transactions; (m) except as contemplated by the SPAR Premerger Agreements or this Agreement, entered into any transaction other than in the ordinary course of business consistent with past practice; (n) except as contemplated by the SPAR Premerger Agreements or this Agreement, changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments with respect to any of its capital stock or other ownership interests; or (o) agreed to take any of the actions referred to above.

Existing Condition. Except as otherwise set forth in Since the SPAR Disclosure Letter, since the Interim SPAR Marketing Balance Sheet Date, the Sellers have operated or caused to be operated their respective Hotels only in the Ordinary Course, and no SPAR Marketing Company Seller has: (a) incurred any liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice (including, without limitation, advances under its commitments and lines of credit), the liabilities contemplated under the SPAR Premerger Agreements; (b) discharged or satisfied any lien or encumbrance or paid any liabilities, other than in the ordinary course of business consistent with past practice (including, without limitation, repayments under its commitments and lines of credit), or failed to pay or discharge when due any liabilities, other than in the ordinary course of business consistent with past practice, or where the obligation is being contested in good faith, and the failure to pay or discharge has not caused and would not be reasonably likely to cause any SPAR Material Adverse Effect; (c) sold, encumbered, assigned or transferred any assets, properties or rights or any interest therein, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of any SPAR Marketing Company or any interest therein, except for sales and dispositions in the ordinary course of business consistent with past practice, and except for the transactions contemplated under the SPAR Premerger Agreements and this Agreement; (d) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever, other than (i) in the ordinary course of business (including, without limitation, future advances and floating liens under existing, increased or replacement credit facilities), or (ii) in connection with the financing of the MCI Acquisition; (e) made or suffered any early cancellation or termination of any Material SPAR Document (other than in the ordinary course of business with a vendor to a SPAR Marketing Company); or amended, modified or waived any substantial debts or claims held by it under any Material SPAR Document other than in the ordinary course of business; (f) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of shares of its capital stock or its other ownership interests; (g) suffered any damage, destruction or loss that has had or will have (i) a SPAR Material Adverse Effect, or (ii) a replacement cost individually or in the aggregate at more than $100,000; (h) suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct its business and operations; (i1) suffered any material adverse change in the its working capital, financial condition, results of operation, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations, properties, assets operations or financial condition of the SPAR Marketing Companies taken as a wholeprospects; (j2) received notice incurred any liability or had knowledge obligation (absolute, accrued, contingent or otherwise) except non-material items incurred in the Ordinary Course, or increased, or experienced any change in any assumptions underlying or methods of calculating, any actual or overtly threatened organized or coordinated labor troublebad debt, strike contingency or other similar occurrence, event or condition of any similar character that has had or would be reasonably likely to have a SPAR Material Adverse Effectreserves; (k3) increased the salaries paid, discharged or other compensation ofsatisfied any claim, liability or made any advance obligation (excluding advances for ordinary and necessary business expenseswhether absolute, accrued, contingent or otherwise) or loan to, any of its employees or made any increase in, or any addition to, other benefits to which any of its employees are entitled (in each case other than increases in salaries the payment, discharge or other compensation satisfaction in the ordinary course Ordinary Course of business liabilities and obligations reflected or reserved against in the Balance Sheet or incurred in the Ordinary Course and consistent with past practice and that in since the aggregate have not resulted in a SPAR Material Adverse Effect)Balance Sheet Date; (l4) changed permitted or allowed any of the accounting principles followed by it or the methods of applying such principles, other than the contemplated change for certain of the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (Hotels to be effected shortly before the Effective Time) and other changes in implementing the SPAR Premerger Transactionssubjected to any Lien, except for Liens for current Taxes not yet due; (m5) written down the value of any Inventory (including write-downs by reason of shrinkage or xxxx-down) or written off as uncollectible any notes or Accounts, except as contemplated by for immaterial write-downs and write-offs in the SPAR Premerger Agreements Ordinary Course; (6) cancelled any debts or this Agreementwaived any claims or rights of substantial value; (7) sold, entered into transferred or otherwise disposed of any transaction Hotel properties or assets (real, personal or mixed, tangible or intangible), except in the Ordinary Course; (8) disposed of or permitted to lapse any rights to the use of any Marks, or disposed of or disclosed to any person other than representatives of Buyer any trade secret, formula, process, know-how or other intellectual property not theretofore a matter of public knowledge; (9) other than in the ordinary course Ordinary Course, granted any general increase in the compensation of business consistent with past practiceofficers or employees of any Hotels (including any such increase pursuant to any bonus, pension, profitsharing or other plan or commitment) or any other increase in the compensation payable or to become payable to any officer or employee of any Hotel, and no such increase is customary on a periodic basis or required by agreement or understanding; (n10) made any material capital expenditure except as contemplated by in the SPAR Premerger Agreements Ordinary Course; (11) made any change in any method of accounting or this Agreement, changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments with respect to any of its capital stock or other ownership interestsaccounting practice; or (o12) agreed agreed, whether in writing or otherwise, to take any of the actions referred to aboveaction described in this Section.

Existing Condition. Except as otherwise set forth disclosed in the SPAR PIA Disclosure Letter, since the Interim SPAR Marketing PIA Balance Sheet Date, no SPAR Marketing PIA Company has: (a) incurred any liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice (including, without limitation, advances under its commitments and lines of credit), the liabilities contemplated under the SPAR Premerger Agreementspractice; (b) discharged or satisfied any lien or encumbrance or paid any liabilities, other than in the ordinary course of business consistent with past practice (including, without limitation, repayments under its commitments and lines of credit)practice, or failed to pay or discharge when due any liabilities, other than in the ordinary course of business consistent with past practice, or where the obligation is being contested in good faith, and the failure to pay or discharge has not caused and would not be reasonably likely to cause any SPAR PIA Material Adverse Effect; (c) sold, encumbered, assigned or transferred any assets, properties or rights or any interest therein, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of any SPAR Marketing PIA Company or any interest therein, except for sales and dispositions in the ordinary course of business consistent with past practice, practice and except for the transactions contemplated under the SPAR Premerger Agreements and this Agreement; (d) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever, whatsoever other than (i) in the ordinary course of business (including, without limitation, future advances and floating liens under existing, increased existing or replacement credit facilities), or (ii) in connection with the financing of the MCI Acquisition; (e) made or suffered any early cancellation or termination of any Material SPAR PIA Document (other than in the ordinary course of business with a vendor to a SPAR Marketing PIA Company); or amended, modified or waived any substantial debts or claims held by it under any Material SPAR PIA Document other than in the ordinary course of business; (f) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of shares of its capital stock or its other ownership interests; (g) suffered any damage, destruction or loss that has had or will have (i) a SPAR PIA Material Adverse Effect, or (ii) a replacement cost individually or in the aggregate at more than $100,000; (h) suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct its business and operations; (i) suffered any material adverse change in the business, operations, properties, assets or financial condition of the SPAR Marketing Companies PIA Parties taken as a whole; (j) received notice or had knowledge of any actual or overtly threatened organized or coordinated labor trouble, strike or other similar occurrence, event or condition of any similar character that has had or would be reasonably likely to have a SPAR PIA Material Adverse Effect; (k) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or made any increase in, or any addition to, other benefits to which any of its employees are entitled (in each case other than increases in salaries or other compensation in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a SPAR PIA Material Adverse Effect); (l) changed any of the accounting principles followed by it or the methods of applying such principles, other than the contemplated change for certain of the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (to be effected shortly before the Effective Time) and other changes in implementing the SPAR Premerger Transactions; (m) except as contemplated by the SPAR Premerger Agreements or this Agreement, entered into any transaction other than in the ordinary course of business consistent with past practice; (n) except as contemplated by the SPAR Premerger Agreements or this Agreement, changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments with respect to any of its capital stock or other ownership interests; or (o) agreed to take any of the actions referred to above.

Existing Condition. Except as otherwise set forth in Since the SPAR Disclosure Letter, since the Interim SPAR Marketing Balance Sheet Effective Date, no SPAR Marketing Company except as provided on Schedule 3.4, neither Selling Party with respect to the Business has: (a) 3.4.1 incurred any liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice (includingpractice, without limitation, advances under its commitments and lines of credit), the liabilities contemplated under the SPAR Premerger Agreements; (b) or discharged or satisfied any lien or encumbrance encumbrance, or paid any liabilities, other than in the ordinary course of business consistent with past practice (including, without limitation, repayments under its commitments and lines of credit), or failed to pay or discharge when due any liabilities, other than in the ordinary course of business consistent with past practice, or where the obligation is being contested in good faith, and failed to pay or discharge when due any liabilities of which the failure to pay or discharge has not caused and would not be reasonably likely to or will cause any SPAR Material Adverse Effectmaterial damage or risk of material loss to Seller or any of Seller's assets or properties; (c) 3.4.2 sold, encumbered, assigned or transferred any assets, assets or properties which would have been included in the Assets if the Closing had been held on the Effective Date or rights or on any interest therein, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of any SPAR Marketing Company or any interest thereindate since then, except for sales and dispositions the sale of Inventory in the ordinary course of business consistent with past practice, and except for the transactions contemplated under the SPAR Premerger Agreements and this Agreement; (d) 3.4.3 created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets Assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever, other than (i) in the ordinary course of business (including, without limitation, future advances and floating liens under existing, increased or replacement credit facilities), or (ii) in connection with the financing of the MCI Acquisition; (e) 3.4.4 made or suffered any early cancellation amendment or termination of any Material SPAR Document (other than in the ordinary course of business with material agreement, contract, commitment, lease or plan to which it is a vendor to a SPAR Marketing Company); party or amendedby which it is bound, or canceled, modified or waived any substantial debts or claims held by it under or waived any Material SPAR Document other than rights of substantial value, whether or not in the ordinary course of business; (f) 3.4.5 declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of shares of its capital stock or its other ownership interestsshares; (g) 3.4.6 suffered any damage, destruction or loss that has had loss, whether or will have not covered by insurance, (i) a SPAR Material Adverse Effectmaterially and adversely affecting its business, operations, assets, properties or prospects or (ii) a replacement cost of any item or items carried on its books of account individually or in the aggregate at more than $100,000; (h) 10,000, or suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct its business and operations; (i) 3.4.7 suffered any material adverse change in the its business, operations, assets, properties, assets prospects or condition (financial condition of the SPAR Marketing Companies taken as a wholeor otherwise); (j) 3.4.8 received notice or had knowledge of any actual or overtly threatened organized or coordinated labor trouble, strike or other similar occurrence, event or condition of any similar character that which has had or would be reasonably likely to might have a SPAR Material Adverse Effectan adverse effect on its business, operations, assets, properties or prospects; (k) 3.4.9 made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $10,000 except such as may be involved in ordinary repair, maintenance or replacement of its assets; 3.4.10 increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or made any increase in, or any addition to, other benefits to which any of its employees are entitled (in each case other than increases in salaries or other compensation in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a SPAR Material Adverse Effect)may be entitled; (l) 3.4.11 changed any of the accounting principles followed by it or the methods of applying such principles, ; 3.4.12 made any distribution or transfer whatsoever of cash or other assets to Northland other than in the contemplated change for certain ordinary course of business consistent with past practice which is not otherwise subject to the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (to be effected shortly before the Effective Time) and other changes in implementing the SPAR Premerger Transactions;provisions of this Section 3.4; or (m) except as contemplated by the SPAR Premerger Agreements or this Agreement, 3.4.13 entered into any transaction other than in the ordinary course of business consistent with past practice; practice (n) except as contemplated by the SPAR Premerger Agreements or this Agreement, changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments with respect to any of its capital stock or other ownership interests; or (o) agreed to take any of the actions referred to abovedisclosed in Schedule 3.4).

Existing Condition. Except Since the Interim Balance Sheet Date, except as otherwise set forth in the SPAR Disclosure LetterSchedule 3.1.6, since Seller with respect to the Interim SPAR Marketing Balance Sheet Date, no SPAR Marketing Company hasBusiness has not: (a) incurred any material liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice (includingpractice, without limitation, advances under its commitments and lines of credit), the liabilities contemplated under the SPAR Premerger Agreements; (b) or discharged or satisfied any lien or encumbrance encumbrance, or paid any liabilities, other than in the ordinary course of business consistent with past practice (including, without limitation, repayments under its commitments and lines of credit), or failed to pay or discharge when due any liabilities, other than in the ordinary course of business consistent with past practice, or where the obligation is being contested in good faith, and failed to pay or discharge when due any liabilities of which the failure to pay or discharge has not caused and would not be reasonably likely to or will cause any SPAR Material Adverse Effectmaterial damage or risk of material loss to it or any of its assets or properties; (cb) sold, encumbered, assigned or transferred any assets, material assets or properties which would have been included in the Assets if the Closing had been held on the Interim Balance Sheet Date or rights or on any interest therein, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of any SPAR Marketing Company or any interest thereindate since then, except for sales and dispositions the sale of inventory in the ordinary course of business consistent with past practice, and except for the transactions contemplated under the SPAR Premerger Agreements and this Agreement; (dc) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets Assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever, other than except for Permitted Liens (i) hereinafter defined in the ordinary course of business (including, without limitation, future advances and floating liens under existing, increased or replacement credit facilitiesSection 3.1.17), or (ii) in connection with the financing of the MCI Acquisition; (ed) made or suffered any early cancellation amendment or termination of any Material SPAR Document (other than in the ordinary course of business with material agreement, contract, commitment, lease or plan to which it is a vendor to a SPAR Marketing Company); party or amendedby which it is bound, or canceled, modified or waived any substantial debts or claims held by it under or waived any Material SPAR Document other than rights of substantial value, whether or not in the ordinary course of business; (fe) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of shares of its capital stock or its other ownership interestsshares; (gf) suffered any damage, destruction or loss that has had loss, whether or will have not covered by insurance, (i) a SPAR Material Adverse Effectmaterially and adversely affecting its business, operations, assets, properties or prospects or (ii) a replacement cost of any item or items carried on its books of account individually or in the aggregate at more than Ten Thousand Dollars ($100,000; (h) 10,000.00), or suffered any repeated, recurring or prolonged shortage, cessation or interruption of material supplies or utility or other material services required to conduct its business and operations; (ig) suffered any material adverse change in the its business, operations, assets, properties, assets prospects or condition (financial condition of the SPAR Marketing Companies taken as or otherwise) which would have a wholeMaterial Adverse Effect; (jh) received written notice or had knowledge of any actual or overtly threatened organized or coordinated labor trouble, strike or other similar occurrence, event or condition of any similar character that which has had or would be reasonably is likely to have a SPAR Material Adverse EffectEffect on its business, operations, assets, properties or prospects; (ki) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate Ten Thousand Dollars ($10,000.00), except such as may be involved in ordinary repair, maintenance or replacement of its assets; (j) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or made any increase in, or any addition to, other benefits to which any of its employees are may be entitled (in each case other than increases in salaries or other compensation in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a SPAR Material Adverse Effect)business; (lk) changed any of the accounting principles followed by it or the methods of applying such principles, other than the contemplated change for certain of the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (to be effected shortly before the Effective Time) and other changes in implementing the SPAR Premerger Transactions;; or (ml) except as contemplated by the SPAR Premerger Agreements or this Agreement, entered into any material transaction other than in the ordinary course of business consistent with past practice; (n) except as contemplated by the SPAR Premerger Agreements or this Agreement, changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments with respect to any of its capital stock or other ownership interests; or (o) agreed to take any of the actions referred to above.

Existing Condition. Except as otherwise set forth disclosed in Section 3.12 of the SPAR Company's Disclosure LetterSchedule, since the Interim SPAR Marketing Company Balance Sheet Date, no SPAR Marketing the Company hashas not: (a) incurred any liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice (including, without limitation, advances under its commitments and lines of credit), the liabilities contemplated under the SPAR Premerger Agreements; (b) discharged or satisfied any lien or encumbrance or paid any liabilities, other than in the ordinary course of business consistent with past practice (including, without limitation, repayments under its commitments and lines of credit), or failed to pay or discharge when due any liabilities, other than in the ordinary course of business consistent with past practice, or where the obligation is being contested in good faith, and the failure to pay or discharge has not caused and would not be reasonably likely to cause any SPAR Material Adverse Effect; (c) sold, encumbered, assigned or transferred any assets, properties or rights or any interest therein, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of any SPAR Marketing Company or any interest therein, except for sales and dispositions in the ordinary course of business consistent with past practice, and except for the transactions contemplated under the SPAR Premerger Agreements and this Agreement; (d) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever, other than (i) in the ordinary course of business (including, without limitation, future advances and floating liens under existing, increased or replacement credit facilities), or (ii) in connection with the financing of the MCI Acquisition; (e) made or suffered any early cancellation or termination of any Material SPAR Document (other than in the ordinary course of business with a vendor to a SPAR Marketing Company); or amended, modified or waived any substantial debts or claims held by it under any Material SPAR Document other than in the ordinary course of business; (f) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of shares of its capital stock or its other ownership interestsshares; (gb) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any Lien other than Permitted Liens or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities which the failure to pay or discharge has caused or could be reasonably expected to cause a Material Adverse Effect on the Company; (c) sold, assigned or transferred any of its assets or properties, except in the ordinary course of business consistent with past practice; (d) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected to any Lien, any of its material assets or properties, other than Liens, if any, for current Taxes not yet due and payable or other Permitted Liens; (e) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any debts or claims held by it, other than in the ordinary course of business consistent with past practice, or waived any rights of substantial value; (f) suffered any damage, destruction or loss that has had loss, whether or will have not covered by insurance, (i) that could be reasonably expected to have a SPAR Material Adverse Effect, Effect on the Company or (ii) a replacement cost individually or in the aggregate of any item carried on its books of account at more than $100,000; (hg) suffered any repeated, recurring or prolonged shortage, cessation or interruption of material supplies or utility or other services required to conduct its business and operations; (h) received notice or had Knowledge of any actual or threatened labor trouble, labor organizing effort, strike, work stoppage; (i) suffered made any material adverse change capital expenditure or capital addition or betterment except in the business, operations, properties, assets or financial condition ordinary course of the SPAR Marketing Companies taken as a wholebusiness consistent with past practice; (j) received notice or had knowledge except in the ordinary course of any actual or overtly threatened organized or coordinated labor troublebusiness consistent with past practice, strike or other similar occurrence, event or condition of any similar character that has had or would be reasonably likely to have a SPAR Material Adverse Effect; (ki) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees stockholders, directors, officers or employees, (ii) made any increase in, or any addition to, other benefits to which any of its stockholders, directors, officers or employees are entitled may be entitled, (in each case other than increases in salaries iii) granted any severance or termination pay to any of its stockholders, directors, officers or employees, or (iv) entered into any employment, deferred compensation or other compensation in the ordinary course similar agreement (or any amendment to any such existing agreement) with any of business consistent with past practice and that in the aggregate have not resulted in a SPAR Material Adverse Effect)its stockholders, directors, officers or employees; (lk) changed any of the accounting principles followed by it or the methods of applying such principles, other than the contemplated change for certain of the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (to be effected shortly before the Effective Time) and other principles except as required by changes in implementing the SPAR Premerger Transactionsapplicable laws or regulations; (ml) except as contemplated by the SPAR Premerger Agreements or this Agreement, entered into any transaction that creates an obligation that will continue to bind the Company after the Effective Time other than as contemplated by this Agreement or in the ordinary course of business consistent with past practice; (nm) except issued equity securities of the Company, other than pursuant to Company Options outstanding as contemplated by of the SPAR Premerger Agreements or this Agreement, changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments with respect to any of its capital stock or other ownership interestsdate hereof; or (on) authorized, committed or agreed to take any of the actions referred to abovedescribed in subsections (a) through (m) of this Section 3.12, except as otherwise permitted by this Agreement.

Existing Condition. Except as otherwise set forth in the SPAR Disclosure Letteron Schedule 6.30, since the Interim SPAR Marketing Balance Sheet Date, no SPAR Marketing neither the Company nor any Subsidiary has: (a) incurred any liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice (includingpractice, without limitation, advances under its commitments and lines of credit), the liabilities contemplated under the SPAR Premerger Agreements; (b) or discharged or satisfied any lien or encumbrance encumbrance, or paid any liabilities, other than in the ordinary course of business consistent with past practice (including, without limitation, repayments under its commitments and lines of credit), or failed to pay or discharge when due any liabilities, other than in the ordinary course of business consistent with past practice, or where the obligation is being contested in good faith, and failed to pay or discharge when due any liabilities of which the failure to pay or discharge has not caused and would not be reasonably likely to or will cause any SPAR Material Adverse Effectmaterial damage or risk of material loss to it or any of its assets or properties; (cb) sold, encumbered, assigned or transferred any assets, properties or rights or any interest therein, except for the sales in the ordinary course of business consistent with past practice, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of the Company or any SPAR Marketing Company Subsidiary or any interest therein, except for sales and dispositions in the ordinary course of business consistent with past practice, and except for the transactions contemplated under the SPAR Premerger Agreements and this Agreement; (dc) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever, other than (i) except in the ordinary course of business (including, without limitation, future advances and floating liens under existing, increased or replacement credit facilities), or (ii) in connection consistent with the financing of the MCI Acquisitionpast practice; (ed) made or suffered any early cancellation amendment or termination of any Material SPAR Document (other than in the ordinary course of business with material agreement, contract, commitment, lease or plan to which it is a vendor to a SPAR Marketing Company); party or amendedby which it is bound, or canceled, modified or waived any substantial debts or claims held by it under or waived any Material SPAR Document other than rights of substantial value, except in the ordinary course of business;business consistent with past practice. (fe) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its shares of its capital stock or its other ownership interests; (gf) suffered any damage, destruction or loss that has had loss, whether or will have not covered by insurance, (i) a SPAR Material Adverse Effectmaterially and adversely affecting its business, operations, assets, properties or prospects or (ii) a replacement cost of any item or items carried on its books of account individually or in the aggregate at more than $100,000; (h) 25,000, or suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct its business and operations; (ig) suffered any material adverse change in the its business, operations, assets, properties, assets prospects or condition (financial condition of or otherwise), other than as directly caused by adverse economic conditions not specific to, or having an extraordinary impact upon, the SPAR Marketing Companies taken as a wholeCompany; (jh) received notice or had knowledge of any actual or overtly threatened organized or coordinated labor trouble, strike or other similar occurrence, event or condition of any similar character that which has had or would be reasonably likely to might have a SPAR Material Adverse Effectan adverse effect on its business, operations, assets, properties or prospects; (ki) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $25,000, except such as may be involved in ordinary repair, maintenance or replacement of its assets; (j) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or made any increase in, or any addition to, other benefits to which any of its employees are entitled (in each case other than increases in salaries or other compensation in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a SPAR Material Adverse Effect)may be entitled; (lk) changed any of the accounting principles followed by it or the methods of applying such principles, other than the contemplated change for certain of the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (to be effected shortly before the Effective Time) and other changes in implementing the SPAR Premerger Transactions; (ml) except as contemplated by the SPAR Premerger Agreements or this Agreement, entered into any transaction other than in the ordinary course of business consistent with past practice; (nm) except as contemplated by the SPAR Premerger Agreements or this Agreement, changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments with respect to any of its capital stock or other ownership interests; or (on) agreed to take any of the actions referred to above.

Existing Condition. Except as otherwise set forth in Since the SPAR Disclosure Letter, since the Interim SPAR Marketing Audited Balance Sheet Date, no SPAR Marketing except as set forth on Schedule 6.30 neither the Company nor any Subsidiary has: (a) incurred any liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice (includingpractice, without limitation, advances under its commitments and lines of credit), the liabilities contemplated under the SPAR Premerger Agreements; (b) or discharged or satisfied any lien or encumbrance encumbrance, or paid any liabilities, other than in the ordinary course of business consistent with past practice (including, without limitation, repayments under its commitments and lines of credit), or failed to pay or discharge when due any liabilities, other than in the ordinary course of business consistent with past practice, or where the obligation is being contested in good faith, and failed to pay or discharge when due any liabilities of which the failure to pay or discharge has not caused and would not be reasonably likely to or will cause any SPAR Material Adverse Effectmaterial damage or risk of material loss to it or any of its assets or properties; (cb) sold, encumbered, assigned or transferred any assets, properties or rights or any interest therein, except for the sales in the ordinary course of business consistent with past practice, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of the Company, any SPAR Marketing Company Subsidiary or any interest therein, except for sales and dispositions in the ordinary course of business consistent with past practice, and except for the transactions contemplated under the SPAR Premerger Agreements and this Agreement; (dc) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever, other than (i) except in the ordinary course of business (including, without limitation, future advances and floating liens under existing, increased or replacement credit facilities), or (ii) in connection consistent with the financing of the MCI Acquisitionpast practice; (ed) made or suffered any early cancellation amendment or termination of any Material SPAR Document (other than in the ordinary course of business with material agreement, contract, commitment, lease or plan to which it is a vendor to a SPAR Marketing Company); party or amendedby which it is bound, or canceled, modified or waived any substantial debts or claims held by it under or waived any Material SPAR Document other than rights of substantial value, whether or not in the ordinary course of business; (fe) except for (i) the Redemption and (ii) payment of the monthly dividend on the Company's preferred stock consistent with past practice, declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its shares of its capital stock or its other ownership interests; (gf) suffered any damage, destruction or loss that has had loss, whether or will have not covered by insurance, (i) a SPAR Material Adverse Effectmaterially and adversely affecting its business, operations, assets, properties or prospects or (ii) a replacement cost of any item or items carried on its books of account individually or in the aggregate at more than $100,000; (h) 25,000, or suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct its business and operations; (ig) suffered any material adverse change in the its business, operations, assets, properties, assets prospects or condition (financial condition of or otherwise), other than as directly caused by adverse economic conditions not specific to, or having an extraordinary impact upon, the SPAR Marketing Companies taken as a wholeCompany; (jh) received notice or had knowledge of any actual or overtly threatened organized or coordinated labor trouble, strike or other similar occurrence, event or condition of any similar character that which has had or would be reasonably likely to might have a SPAR Material Adverse Effectan adverse effect on its business, operations, assets, properties or prospects; (ki) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $25,000, except such as may be involved in ordinary repair, maintenance or replacement of its assets; (j) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or made any increase in, or any addition to, other benefits to which any of its employees are entitled (in each case other than increases in salaries or other compensation in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a SPAR Material Adverse Effect)may be entitled; (lk) changed any of the accounting principles followed by it or the methods of applying such principles, other than the contemplated change for certain of the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (to be effected shortly before the Effective Time) and other changes in implementing the SPAR Premerger Transactions; (ml) except as contemplated by the SPAR Premerger Agreements or this Agreement, entered into any transaction other than in the ordinary course of business consistent with past practice; (nm) except as contemplated by the SPAR Premerger Agreements or this Agreement, changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments with respect to any of its capital stock or other ownership interests; or (on) agreed to take any of the actions referred to above.

Existing Condition. Except as otherwise set forth disclosed in Section 5.25 of the SPAR ------------------ ATS Disclosure LetterMemorandum, since the Interim SPAR Marketing Balance Sheet DateMarch 31, no SPAR Marketing Company has1998 ATS has not: (a) incurred any liabilitiesLiabilities, other than liabilities Liabilities incurred in the ordinary course of business consistent with past practice (includingpractice, without limitation, advances under its commitments and lines of credit), the liabilities contemplated under the SPAR Premerger Agreements; (b) or discharged or satisfied any lien or encumbrance encumbrance, or paid any liabilities, other than in the ordinary course of business consistent with past practice (including, without limitation, repayments under its commitments and lines of credit), or failed to pay or discharge when due any liabilitiesLiabilities, other than in the ordinary course of business consistent with past practice, or where the obligation is being contested in good faith, and failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has not caused and would not be reasonably likely to or will cause any SPAR Material Adverse Effectmaterial damage or risk of material loss to it or any of its assets or properties; (cb) sold, encumbered, assigned or transferred any assetsassets or properties which would have been included in the Assets if the Closing had been held on March 31, properties 1998 or rights or on any interest therein, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of any SPAR Marketing Company or any interest thereindate since then, except for sales and dispositions the sale of inventory in the ordinary course of business consistent with past practice, and except for the transactions contemplated under the SPAR Premerger Agreements and this Agreement; (dc) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets Assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever, other than (i) in the ordinary course of business (including, without limitation, future advances and floating liens under existing, increased or replacement credit facilities), or (ii) in connection with the financing of the MCI Acquisition; (ed) made or suffered any early cancellation amendment or termination of any Material SPAR Document (other than in the ordinary course of business with material agreement, contract, commitment, lease or plan to which it is a vendor to a SPAR Marketing Company); party or amendedby which it is bound, or canceled, modified or waived any substantial debts or claims held by it under or waived any Material SPAR Document other than rights of substantial value, whether or not in the ordinary course of business; (fe) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of shares of its capital stock or its other ownership interestsshares; (gf) suffered any damage, destruction or loss that has had loss, whether or will have not covered by insurance, (i) a SPAR Material Adverse Effectmaterially and adversely affecting its business, operations, assets, properties or prospects or (ii) a replacement cost of any item or items carried on its books of account individually or in the aggregate at more than $100,000; (h) 5,000, or suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct its business and operations; (ig) suffered any material adverse change in the its business, operations, assets, properties, assets prospects or condition (financial condition of the SPAR Marketing Companies taken as a wholeor otherwise); (jh) received notice or had knowledge Knowledge of any actual or overtly threatened organized or coordinated labor trouble, strike or other similar occurrence, event or condition of any similar character that which has had or would be reasonably likely to might have a SPAR Material Adverse Effectan adverse effect on its business, operations, assets, properties or prospects; (ki) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $25,000 except such as may be involved in ordinary repair, maintenance or replacement of its assets; (j) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or made any increase in, or any addition to, other benefits to which any of its employees are entitled (in each case other than increases in salaries or other compensation in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a SPAR Material Adverse Effect)may be entitled; (lk) changed any of the accounting principles followed by it or the methods of applying such principles, other than the contemplated change for certain of the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (to be effected shortly before the Effective Time) and other changes in implementing the SPAR Premerger Transactions;; or (ml) except as contemplated by the SPAR Premerger Agreements or this Agreement, entered into any transaction other than in the ordinary course of business consistent with past practice; (n) . Until the Closing Date, neither ATS nor any Subsidiary will permit any of the foregoing except as contemplated may be specifically required or permitted by the SPAR Premerger Agreements or terms of this Agreement, changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments with respect to any of its capital stock or other ownership interests; or (o) agreed to take any of the actions referred to aboveapproved in writing by Premiere.

Existing Condition. Except Since the 1997 Balance Sheet Date, except as otherwise set forth in the SPAR Disclosure LetterSchedule, since the Interim SPAR Marketing Balance Sheet Date, no SPAR Marketing Company hasSeller has not: (ai) incurred any liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice (includingpractice, without limitation, advances under its commitments and lines of credit), the liabilities contemplated under the SPAR Premerger Agreements; (b) or discharged or satisfied any lien or encumbrance encumbrance, or paid any liabilities, other than in the ordinary course of business consistent with past practice (including, without limitation, repayments under its commitments and lines of credit), or failed to pay or discharge when due any liabilities, other than in the ordinary course of business consistent with past practice, or where the obligation is being contested in good faith, and failed to pay or discharge when due any liabilities of which the failure to pay or discharge has not caused and would not be reasonably likely to or will cause any SPAR Material Adverse Effectmaterial damage or risk of material loss to it or any of its assets or properties other than with the prior written consent of PRG; (cii) sold, encumbered, assigned or transferred any assets, assets or properties which would have been included in the Assets if the Closing had been held on the 1997 Balance Sheet Date or rights or an any interest therein, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of any SPAR Marketing Company or any interest thereindate since then, except for sales and dispositions the sale of property in the ordinary course of business consistent with past practice, and except for practice or with the transactions contemplated under the SPAR Premerger Agreements and this Agreementprior written consent of PRG; (diii) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets Assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever, except for Permitted Liens (as defined in subsection 3.1.12), other than (i) in the ordinary course of business (including, without limitation, future advances and floating liens under existing, increased or replacement credit facilities), or (ii) in connection with the financing prior written consent of the MCI AcquisitionPRG; (eiv) made or suffered any early cancellation amendment or termination of any Material SPAR Document (other than in the ordinary course of business with material agreement, contract, commitment, lease or plan to which it is a vendor to a SPAR Marketing Company); party or amendedby which it is bound, or canceled, modified or waived any substantial debts or claims held by it under or waived any Material SPAR Document other than rights of substantial value, whether or not in the ordinary course of business, other than with the prior written consent of PRG; (fv) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of shares of its capital stock or its shares, other ownership intereststhan with the prior written consent of PRG (other than distributions to the Shareholders for the payment of their taxes in the amount indicated in Schedule 3.1.11); (gvi) suffered any damage, destruction or loss that has had loss, whether or will have not covered by insurance, (i) a SPAR Material Adverse Effectmaterially and adversely affecting its business, operations, assets properties or prospects or (ii) a replacement cost of any item or items carried on its books of account individually or in the aggregate at more than $100,000; (h) 7,500 or suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct its business and operationsoperations in each case which would reasonably be expected to have a material adverse effect on the Business; (ivii) suffered any material adverse change in the its business, operations, assets, properties, assets prospects or condition (financial condition of the SPAR Marketing Companies taken as a wholeor otherwise); (jviii) received notice or had knowledge of any actual or overtly threatened organized or coordinated labor troubledispute, strike or other similar occurrence, event or condition of any similar character that which has had or would reasonably be reasonably likely expected to have a SPAR Material Adverse Effectmaterial adverse effect on its business, operations, assets, properties or prospects; (kix) made commitments or agreements for capital expenditures or capital additions or betterments except such as may be involved in ordinary repair, maintenance or replacement of its assets, other than with the prior written consent of PRG; (x) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or made any increase in, or any addition to, other benefits to which any of its employees are entitled (in each case may be entitled, other than increases in salaries or other compensation in with the ordinary course prior written consent of business consistent with past practice and that in the aggregate have not resulted in a SPAR Material Adverse Effect)PRG; (lxi) changed any of the accounting principles followed by it or the methods of applying such principles, principles other than with the contemplated change for certain prior written consent of the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (to be effected shortly before the Effective Time) and other changes in implementing the SPAR Premerger Transactions;PRG; or (mxii) except as contemplated by the SPAR Premerger Agreements or this Agreement, entered into any transaction other than in the ordinary course of business consistent with past practice; (n) except as contemplated by , other than with the SPAR Premerger Agreements or prior written consent of PRG. PRG agrees that to the extent such transaction occurs between the signing of this AgreementAgreement and the Closing Date, changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments with respect to any the consent of its capital stock or other ownership interests; or (o) agreed to take any of the actions referred to abovePRG shall not be unreasonably withheld.

Existing Condition. Except Since December 31, 1998, except as otherwise set ------------------ forth in SCHEDULE 3.1.8, Seller with respect to the SPAR Disclosure Letter, since the Interim SPAR Marketing Balance Sheet Date, no SPAR Marketing Company hasBusiness has not: (a) incurred any liabilitiesactual or contingent liabilities included in the Assumed Liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice (includingpractice, without limitation, advances under its commitments and lines of credit), the liabilities contemplated under the SPAR Premerger Agreements; (b) or discharged or satisfied any lien or encumbrance or paid any liabilities, other than in the ordinary course of business consistent with past practice (including, without limitation, repayments under its commitments and lines of credit)practice, or failed to pay or discharge when due any liabilities, other than in the ordinary course of business consistent with past practice, or where the obligation is being contested in good faith, and the failure to pay or discharge has not caused and would not be reasonably likely to cause any SPAR Material Adverse Effect; (cb) sold, encumbered, assigned or transferred any assets, material assets or properties which would have been included in the Assets if the Closing had been held on the Balance Sheet Date or rights or on any interest therein, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of any SPAR Marketing Company or any interest thereindate since then, except for sales and dispositions the sale of inventory in the ordinary course of business consistent with past practice, and except for the transactions contemplated under the SPAR Premerger Agreements and this Agreement; (dc) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets Assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever, other than (i) in the ordinary course of business (including, without limitation, future advances and floating liens under existing, increased or replacement credit facilities), or (ii) in connection with the financing of the MCI Acquisition; (ed) made or suffered any early cancellation material amendment to any Assigned Contract or termination of any Material SPAR Document (other than material Contract to which it is a party or by which it is bound which, in the ordinary course absence of business with a vendor to a SPAR Marketing Company); termination, would have been an Assigned Contract, or amendedcanceled, modified or waived any substantial debts or claims held by it rights under any Material SPAR Document other than Assigned Contract, whether or not in the ordinary course of business; (f) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of shares of its capital stock or its other ownership interests; (ge) suffered any damage, destruction or loss that has had loss, whether or will have not covered by insurance, (i) a SPAR Material Adverse Effectmaterially and adversely affecting the Business, or (ii) a replacement cost of any item or items carried on its books of account individually or in the aggregate at more than $100,000; (h) 12,000; or suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct its business and operations; (if) suffered any material adverse change changes in the its business, operations, propertiesassets, assets properties or condition (financial condition or otherwise) which have been either individually or in the aggregate materially adverse, excluding however (i) any decrease in revenues or increase in expenses on a month to month basis, (ii) any increase in rent in respect of the SPAR Marketing Companies taken as a wholePremises requested by the lessor in accordance with the Lease, and (iii) any condition described in the Schedules to this Agreement, including, without limitation, SCHEDULE 3.1.16; (jg) received notice or had knowledge of made any actual or overtly threatened organized or coordinated labor troublematerial change in the customary methods used in operating the Business (including its marketing, strike or other similar occurrence, event or condition of any similar character that has had or would be reasonably likely to have a SPAR Material Adverse Effectselling and pricing practices and policies); (kh) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $12,000; (i) except as set forth in Schedule 3.1.15, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or made any increase in, or any addition to, other benefits to which any of its employees are may be entitled (in each case other than increases in salaries or other compensation in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a SPAR Material Adverse Effect)business; (lj) changed any of the accounting principles followed by it or the methods of applying such principles, other than the contemplated change for certain of the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (to be effected shortly before the Effective Time) and other changes in implementing the SPAR Premerger Transactions; (mk) except as contemplated by the SPAR Premerger Agreements or this Agreement, entered into any material transaction other than in the ordinary course of business consistent with past practice; (n) except as contemplated by the SPAR Premerger Agreements or this Agreement, changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments with respect to any of its capital stock or other ownership interests; or (ol) agreed agreed, whether in writing or otherwise, to take any of the actions referred to aboveset forth in this Section 3.1.8.

Existing Condition. Except as otherwise set forth in Since the SPAR Disclosure Letter, since date of the Interim SPAR Marketing Balance Sheet DateStatements, no SPAR Marketing Company hasand unless specifically authorized by the Bankruptcy Court, Seller has not: (a) incurred any liabilitiesLiabilities, other than liabilities Liabilities incurred in the ordinary course of business (other than Debtor-in-Possession financing), consistent with past practice (includingpractice, without limitation, advances under its commitments and lines of credit), the liabilities contemplated under the SPAR Premerger Agreements; (b) or discharged or satisfied any lien or encumbrance encumbrance, or paid any liabilities, other than in the ordinary course of business consistent with past practice (including, without limitation, repayments under its commitments and lines of credit), or failed to pay or discharge when due any liabilitiesLiabilities, other than in the ordinary course of business consistent with past practice, or where the obligation is being contested in good faith, and failed to pay or discharge when due any Liabilities of which the failure to pay or discharge has not caused and would not be reasonably likely to or will cause any SPAR Material Adverse Effectmaterial damage or risk of material loss to it or any of its assets or properties (except for the failure to make any payments or discharge any Liabilities specifically authorized by the Bankruptcy Court), and Seller has made all adequate protection payments to its creditors required by the Bankruptcy Court; (cb) sold, encumbered, assigned or transferred any assets, assets or properties which would have been included in the Assets if the Closing had been held on the date of the September 30 Balance Sheet or rights or on any interest therein, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of any SPAR Marketing Company or any interest thereindate since then, except for sales and dispositions the sale, use or consumption of inventory in the ordinary course of business consistent with past practice, and except for the transactions contemplated under the SPAR Premerger Agreements and this Agreement; (dc) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets the Assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever, other than except for Debtor-in-Possession financing and any Liens specifically permitted under this Agreement (i) in the ordinary course of business (including, without limitation, future advances and floating liens under existing, increased or replacement credit facilities"Permitted Liens"), or (ii) in connection with the financing of the MCI Acquisition; (ed) made or suffered any early cancellation amendment or termination of any Material SPAR Document (other than in the ordinary course of business with material agreement, contract, commitment, lease or plan to which it is a vendor to a SPAR Marketing Company); party or amendedby which it is bound, or canceled, modified or waived any substantial debts or claims held by it under or waived any Material SPAR Document other than rights of substantial value, whether or not in the ordinary course of businessbusiness (other than Debtor-in- Possession financing); (fe) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of shares of its capital stock or its other ownership interestsshares; (gf) suffered any damage, destruction or loss that has had loss, whether or will have not covered by insurance, (i) a SPAR Material Adverse Effectmaterially and adversely affecting its business, operations, assets, properties or prospects or (ii) a replacement cost of any item or items carried on its books of account individually or in the aggregate at more than One Hundred Thousand Dollars ($100,000; (h) ), or suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct its business and operations;; -11- (ig) suffered any material adverse change in the its business, operations, assets, properties, assets prospects or condition (financial condition of the SPAR Marketing Companies taken as a wholeor otherwise); (jh) received notice or had knowledge of any actual or overtly threatened organized or coordinated labor trouble, strike or other similar occurrence, event or condition of any similar character that which has had or would be reasonably likely to might have a SPAR Material Adverse Effectan adverse effect on its business, operations, assets, properties or prospects; (ki) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate Fifty Thousand Dollars ($50,000) except such as may be involved in ordinary repair, maintenance or replacement of its assets; (j) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or made any increase in, or any addition to, other benefits to which any of its employees are entitled (in each case other than increases in salaries or other compensation in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a SPAR Material Adverse Effect)may be entitled; (lk) changed any of the accounting principles followed by it or the methods of applying such principles, other than the contemplated change for certain of the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (to be effected shortly before the Effective Time) and other changes in implementing the SPAR Premerger Transactions;; or (ml) except as contemplated by the SPAR Premerger Agreements or this Agreement, entered into any transaction other than in the ordinary course of business consistent with past practice; (n) except as contemplated by the SPAR Premerger Agreements or this Agreement, changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments with respect to any of its capital stock or other ownership interests; or (o) agreed to take any of the actions referred to above.

Existing Condition. Except as otherwise set forth in Since the SPAR Disclosure Letter, since the Interim SPAR Marketing Audited Balance Sheet Date, no SPAR Marketing the Company hashas not: (a) except as set forth on Schedule 6.30(a), incurred any liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice (includingpractice, without limitation, advances under its commitments and lines of credit), the liabilities contemplated under the SPAR Premerger Agreements; (b) or discharged or satisfied any lien or encumbrance encumbrance, or paid any liabilities, other than in the ordinary course of business consistent with past practice (including, without limitation, repayments under its commitments and lines of credit), or failed to pay or discharge when due any liabilities, other than in the ordinary course of business consistent with past practice, or where the obligation is being contested in good faith, and failed to pay or discharge when due any liabilities of which the failure to pay or discharge has not caused and would not be reasonably likely to or will cause any SPAR Material Adverse Effectmaterial damage or risk of material loss to it or any of its assets or properties; (cb) except as set forth on Schedule 6.30(b), sold, encumbered, assigned or transferred any assets, properties or rights or any interest therein, for the sales in the ordinary course of business consistent with past practice, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of any SPAR Marketing the Company or any interest therein, except for sales and dispositions in the ordinary course of business consistent with past practice, and except for the transactions contemplated under the SPAR Premerger Agreements and this Agreement; (dc) except as set forth on Schedule 6.30(c), created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever, other than (i) in the ordinary course of business (including, without limitation, future advances and floating liens under existing, increased or replacement credit facilities), or (ii) in connection with the financing of the MCI Acquisition; (ed) made or suffered any early cancellation amendment or termination of any Material SPAR Document (other than in the ordinary course of business with material agreement, contract, commitment, lease or plan to which it is a vendor to a SPAR Marketing Company); party or amendedby which it is bound, or canceled, modified or waived any substantial debts or claims held by it under or waived any Material SPAR Document other than rights of substantial value, whether or not in the ordinary course of business; (fe) except as set forth on Schedule 6.30(e), declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its shares of its capital stock or its other ownership interests; (gf) suffered any damage, destruction or loss that has had loss, whether or will have not covered by insurance, (i) a SPAR Material Adverse Effectmaterially and adversely affecting its business, operations, assets, properties or prospects or (ii) a replacement cost of any item or items carried on its books of account individually or in the aggregate at more than $100,000; (h) 10,000, or suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct its business and operations; (ig) suffered any material adverse change in the its business, operations, assets, properties, assets prospects or condition (financial condition of the SPAR Marketing Companies taken as a wholeor otherwise); (jh) received notice or had knowledge of any actual or overtly threatened organized or coordinated labor trouble, strike or other similar occurrence, event or condition of any similar character that which has had or would be reasonably likely to might have a SPAR Material Adverse Effectan adverse effect on its business, operations, assets, properties or prospects; (ki) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $10,000, except such as may be involved in ordinary repair, maintenance or replacement of its assets; (j) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or made any increase in, or any addition to, other benefits to which any of its employees are entitled (in each case other than increases in salaries or other compensation in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a SPAR Material Adverse Effect)may be entitled; (lk) changed any of the accounting principles followed by it or the methods of applying such principles, other than the contemplated change for certain of the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (to be effected shortly before the Effective Time) and other changes in implementing the SPAR Premerger Transactions; (ml) except as contemplated by the SPAR Premerger Agreements or this Agreementset forth on Schedule 6.30(l), entered into any transaction other than in the ordinary course of business consistent with past practice; (nm) except as contemplated by the SPAR Premerger Agreements or this Agreementset forth on Schedule 6.30(m), changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments with respect to any of its capital stock or other ownership interests; or (on) agreed to take any of the actions referred to above.

Existing Condition. Except as otherwise set forth in Schedule 6.30, between the SPAR Disclosure Letter, since the Interim SPAR Marketing Audited Balance Sheet DateDate and the date of this Agreement, no SPAR Marketing neither the Company nor any NSJ Company has: (a) incurred any liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice (includingpractice, without limitation, advances under its commitments and lines of credit), the liabilities contemplated under the SPAR Premerger Agreements; (b) or discharged or satisfied any lien or encumbrance encumbrance, or paid any liabilities, other than in the ordinary course of business consistent with past practice (including, without limitation, repayments under its commitments and lines of credit), or failed to pay or discharge when due any liabilities, other than in the ordinary course of business consistent with past practice, or where the obligation is being contested in good faith, and failed to pay or discharge when due any liabilities of which the failure to pay or discharge has not caused and would not be reasonably likely to or will cause any SPAR Material Adverse Effectmaterial damage or risk of material loss to it or any of its assets or properties; (cb) sold, encumbered, assigned or transferred any assets, properties or rights or any interest therein, except for the sales in the ordinary course of business consistent with past practice, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of the Company or any SPAR Marketing NSJ Company or any interest therein, except for sales and dispositions in the ordinary course of business consistent with past practice, and except for the transactions contemplated under the SPAR Premerger Agreements and this Agreement; (dc) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever, other than (i) in the ordinary course of business (including, without limitation, future advances and floating liens under existing, increased or replacement credit facilities), or (ii) in connection with the financing of the MCI Acquisition; (e) made or suffered any early cancellation or termination of any Material SPAR Document (other than in the ordinary course of business consistent with past practice. (d) except in the ordinary course of business consistent with past practice, made or suffered any material amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a vendor to a SPAR Marketing Company); party or amendedby which it is bound, or canceled, materially modified or waived any substantial debts or claims held by it under or waived any Material SPAR Document other than rights of substantial value, where such amendments, terminations, cancellations, modifications and waivers in the aggregate do not or could not reasonably be expected to have a material adverse effect on the business, operations, assets, properties, prospects or condition (financial or otherwise) of the Company or the NSJ Company, taken as a whole; (e) except in the ordinary course of business; (f) business consistent with past practice during the period beginning on January 1, 1998 and ending on the day prior to the Closing Date and for any dividends in such amounts necessary to pay taxes on account of any income of the Company or any NSJ Company, declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its shares of its capital stock or its other ownership interests; (gf) suffered any damage, destruction or loss that has had loss, whether or will have not covered by insurance, (i) a SPAR Material Adverse Effectmaterially and adversely affecting its business, operations, assets, properties or prospects or (ii) a replacement cost of any item or items carried on its books of account individually or in the aggregate at more than $100,000; (h) 25,000, or suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct its business and operations; (ig) suffered any material adverse change in the its business, operations, assets, properties, assets prospects or condition (financial condition of or otherwise), other than as directly caused by adverse economic conditions not specific to, or having an extraordinary impact upon, the SPAR Marketing Companies taken as a wholeCompany and the NSJ Companies; (jh) received notice or had knowledge of any actual or overtly threatened organized or coordinated labor trouble, strike or other similar occurrence, event or condition of any similar character that which has had or would be reasonably likely to might have a SPAR Material Adverse Effectan adverse effect on its business, operations, assets, properties or prospects; (ki) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $25,000, except in the ordinary course of business consistent with past practice or such as may be involved in ordinary repair, maintenance or replacement of its assets; (j) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its non- Stockholder employees or made any increase in, or any addition to, other benefits to which any of its non-Stockholder employees are entitled (in each case other than increases in salaries or other compensation in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a SPAR Material Adverse Effect)may be entitled; (lk) materially changed any of the accounting principles followed by it or the methods of applying such principles, other than the contemplated change for certain of the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (to be effected shortly before the Effective Time) and other changes in implementing the SPAR Premerger Transactions; (ml) except as contemplated by the SPAR Premerger Agreements or this Agreement, entered into any transaction other than in the ordinary course of business consistent with past practice; (n) except as contemplated by the SPAR Premerger Agreements or this Agreement, changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments with respect to any of its capital stock or other ownership interests; or (om) agreed to take any of the actions referred to above.

Existing Condition. Except as otherwise set forth in Schedule 5.29, between the SPAR Disclosure Letter, since the Interim SPAR Marketing Audited Balance Sheet DateDate and the date of this Agreement, no SPAR Marketing the Company hashas not: (a) incurred any liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice (includingpractice, without limitation, advances under its commitments and lines of credit), the liabilities contemplated under the SPAR Premerger Agreements; (b) or discharged or satisfied any lien or encumbrance encumbrance, or paid any liabilities, other than in the ordinary course of business consistent with past practice (including, without limitation, repayments under its commitments and lines of credit), or failed to pay or discharge when due any liabilities, other than in the ordinary course of business consistent with past practice, or where the obligation is being contested in good faith, and failed to pay or discharge when due any liabilities of which the failure to pay or discharge has not caused and would not be reasonably likely to or will cause any SPAR Material Adverse Effectmaterial damage or risk of material loss to it or any of its assets or properties; (cb) sold, encumbered, assigned or transferred any assets, properties or rights or any interest therein, except for the sales in the ordinary course of business consistent with past practice, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of any SPAR Marketing the Company or any interest therein, except for sales and dispositions in the ordinary course of business consistent with past practice, and except for the transactions contemplated under the SPAR Premerger Agreements and this Agreement; (dc) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever, other than (i) in the ordinary course of business (including, without limitation, future advances and floating liens under existing, increased or replacement credit facilities), or (ii) in connection with the financing of the MCI Acquisition; (e) made or suffered any early cancellation or termination of any Material SPAR Document (other than in the ordinary course of business consistent with past practice; (d) except in the ordinary course of business consistent with past practice, made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a vendor to a SPAR Marketing Company); party or amendedby which it is bound, or canceled, modified or waived any substantial debts or claims held by it under or waived any Material SPAR Document other than rights of substantial value, where such amendments, terminations, cancellations, modifications and waivers in the ordinary course aggregate do not or could not reasonably be expected to have a material adverse effect on the business, operations, assets, properties, prospects or condition (financial or otherwise) of businessthe Company; (f) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of shares of its capital stock or its other ownership interests; (ge) suffered any damage, destruction or loss that has had loss, whether or will have not covered by insurance, (i) a SPAR Material Adverse Effectmaterially and adversely affecting its business, operations, assets, properties or prospects or (ii) a replacement cost of any item or items carried on its books of account individually or in the aggregate at more than $100,000; (h) 25,000, or suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct its business and operations; (if) suffered any material adverse change in the its business, operations, assets, properties, assets prospects or condition (financial condition of or otherwise), other than as directly caused by adverse economic conditions not specific to, or having an extraordinary impact upon, the SPAR Marketing Companies taken as a wholeCompany; (jg) received notice or had knowledge of any actual or overtly threatened organized or coordinated labor trouble, strike or other similar occurrence, event or condition of any similar character that which has had or would be reasonably likely to might have a SPAR Material Adverse Effectan adverse effect on its business, operations, assets, properties or prospects; (kh) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $25,000, except in the ordinary course of business consistent with past practice or such as may be involved in ordinary repair, maintenance or replacement of its assets; (i) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its officers, directors, employees or Agents (as defined in Section 7.1(j)) or made any increase in, or any addition to, other benefits to which any of its employees are entitled (in each case other than increases in salaries or other compensation in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a SPAR Material Adverse Effect)such persons may be entitled; (lj) changed any of the accounting principles followed by it or the methods of applying such principles, other than the contemplated change for certain of the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (to be effected shortly before the Effective Time) and other changes in implementing the SPAR Premerger Transactions; (mk) except as contemplated by the SPAR Premerger Agreements or this Agreement, entered into any transaction other than in the ordinary course of business consistent with past practice; (n) except as contemplated by the SPAR Premerger Agreements or this Agreement, changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments with respect to any of its capital stock or other ownership interests; or (ol) agreed to take any of the actions referred to above.

Existing Condition. Except as otherwise set forth in Since the SPAR Disclosure Letter, since the Interim SPAR Marketing Balance Sheet Date, no SPAR Marketing except as set forth on Schedule 6.30, the Company hashas not: (a) incurred any liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice (includingpractice, without limitation, advances under its commitments and lines of credit), the liabilities contemplated under the SPAR Premerger Agreements; (b) or discharged or satisfied any lien or encumbrance encumbrance, or paid any liabilities, other than in the ordinary course of business consistent with past practice (including, without limitation, repayments under its commitments and lines of credit), or failed to pay or discharge when due any liabilities, other than in the ordinary course of business consistent with past practice, or where the obligation is being contested in good faith, and failed to pay or discharge when due any liabilities of which the failure to pay or discharge has not caused and would not be reasonably likely to or will cause any SPAR Material Adverse Effectmaterial damage or risk of material loss to it or any of its assets or properties; (cb) sold, encumbered, assigned or transferred any assets, properties or rights or any interest therein, except for the sales in the ordinary course of business consistent with past practice, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of any SPAR Marketing the Company or any interest therein, except for sales and dispositions in the ordinary course of business consistent with past practice, and except for the transactions contemplated under the SPAR Premerger Agreements and this Agreement; (dc) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever, other than (i) except in the ordinary course of business (including, without limitation, future advances and floating liens under existing, increased or replacement credit facilities), or (ii) in connection consistent with the financing of the MCI Acquisitionpast practice; (ed) made or suffered any early cancellation material amendment or termination of any Material SPAR Document (other than in the ordinary course of business with material agreement, contract, commitment, lease or plan to which it is a vendor to a SPAR Marketing Company); party or amendedby which it is bound, or canceled, materially modified or waived any substantial debts or claims held by it under or waived any Material SPAR Document other than rights of substantial value, whether or not in the ordinary course of business; (fe) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its shares of its capital stock or its other ownership interests, other than a dividend consistent with past practice of up to $32.3 million (pursuant as well to Section 11.7), which shall have been declared and paid prior to the Closing; (gf) suffered any damage, destruction or loss that has had loss, whether or will have not covered by insurance, (i) a SPAR Material Adverse Effectmaterially and adversely affecting its business, operations, assets, properties or prospects or (ii) a replacement cost of any item or items carried on its books of account individually or in the aggregate at more than $100,000; (h) 35,000, or suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct its business and operations; (ig) suffered any material adverse change in the its business, operations, assets, properties, assets prospects or condition (financial condition of or otherwise), other than as directly caused by adverse economic conditions not specific to, or having an extraordinary impact upon, the SPAR Marketing Companies taken as a wholeCompany; (jh) received notice or had knowledge of any actual or overtly threatened organized or coordinated labor trouble, strike or other similar occurrence, event or condition of any similar character that which has had or would be reasonably likely to might have a SPAR Material Adverse Effectan adverse effect on its business, operations, assets, properties or prospects; (ki) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $25,000, except (i) in the ordinary course of business consistent with past practice, (ii) such as may be involved in ordinary repair, maintenance or replacement of its assets; and (iii) for the implementation of a new computerized accounting system which shall not exceed $100,000 in total cost. (j) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or made any increase in, or any addition to, other benefits to which any of its employees are entitled (in each case other than increases in salaries or other compensation may be entitled, except in the ordinary course of business consistent with past practice and that in not to exceed 5% for any individual unless otherwise agreed by UniCapital; John Xxxxxx'x xxxpensation (i) for the aggregate have year ended December 31, 1997 did not resulted in exceed $8.5 million and (ii) for the period from January 1, 1998 through the Closing Date will not exceed an amount which is equal to the a SPAR Material Adverse Effect)pro rata portion of $5.12 million on an annual basis; (lk) changed any of the accounting principles followed by it or the methods of applying such principles, other than the contemplated change for certain of the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (to be effected shortly before the Effective Time) and other changes in implementing the SPAR Premerger Transactions; (ml) except as contemplated by the SPAR Premerger Agreements or this Agreement, entered into any transaction other than in the ordinary course of business consistent with past practice; (nm) except as contemplated by the SPAR Premerger Agreements or this Agreement, changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments with respect to any of its capital stock or other ownership interests; or (on) agreed to take any of the actions referred to above.

Existing Condition. Except as otherwise set forth disclosed in Schedule 3.12 of the SPAR Company’s Disclosure LetterSchedule, since the Interim SPAR Marketing Company Balance Sheet DateDate or as contemplated by this Agreement, no SPAR Marketing the Company hashas not: (a) incurred any liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice (including, without limitation, advances under its commitments and lines of credit), the liabilities contemplated under the SPAR Premerger Agreements; (b) discharged or satisfied any lien or encumbrance or paid any liabilities, other than in the ordinary course of business consistent with past practice (including, without limitation, repayments under its commitments and lines of credit), or failed to pay or discharge when due any liabilities, other than in the ordinary course of business consistent with past practice, or where the obligation is being contested in good faith, and the failure to pay or discharge has not caused and would not be reasonably likely to cause any SPAR Material Adverse Effect; (c) sold, encumbered, assigned or transferred any assets, properties or rights or any interest therein, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of any SPAR Marketing Company or any interest therein, except for sales and dispositions in the ordinary course of business consistent with past practice, and except for the transactions contemplated under the SPAR Premerger Agreements and this Agreement; (d) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever, other than (i) in the ordinary course of business (including, without limitation, future advances and floating liens under existing, increased or replacement credit facilities), or (ii) in connection with the financing of the MCI Acquisition; (e) made or suffered any early cancellation or termination of any Material SPAR Document (other than in the ordinary course of business with a vendor to a SPAR Marketing Company); or amended, modified or waived any substantial debts or claims held by it under any Material SPAR Document other than in the ordinary course of business; (f) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of shares of its capital stock or its other ownership interestsshares; (gb) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any Lien other than Permitted Liens or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities which the failure to pay or discharge has caused or could be reasonably expected to cause a Material Adverse Effect on the Company; (c) sold, assigned or transferred any of its assets or properties, except in the ordinary course of business consistent with past practice; (d) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected to any Lien, any of its material assets or properties, other than Liens, if any, for current Taxes not yet due and payable or other Permitted Liens; (e) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any debts or claims held by it, other than in the ordinary course of business consistent with past practice, or waived any rights of substantial value; (f) suffered any damage, destruction or loss that has had loss, whether or will have not covered by insurance, (i) that could be reasonably expected to have a SPAR Material Adverse Effect, Effect on the Company or (ii) a replacement cost individually or in the aggregate of any item carried on its books of account at more than $100,000;50,000; Table of Contents (hg) suffered any repeated, recurring or prolonged shortage, cessation or interruption of material supplies or utility or other services required to conduct its business and operations; (h) received notice of any actual or threatened labor trouble, labor organizing effort, strike, work stoppage; (i) suffered made any material adverse change capital expenditure or capital addition or betterment except in the business, operations, properties, assets or financial condition ordinary course of the SPAR Marketing Companies taken as a wholebusiness consistent with past practice; (j) received notice or had knowledge except in the ordinary course of any actual or overtly threatened organized or coordinated labor troublebusiness consistent with past practice, strike or other similar occurrence, event or condition of any similar character that has had or would be reasonably likely to have a SPAR Material Adverse Effect; (ki) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees the Company Shareholders, directors, officers or employees, (ii) made any increase in, or any addition to, other benefits to which any of its the Company Shareholders, directors, officers or employees are entitled may be entitled, (in each case other than increases in salaries iii) granted any severance or termination pay to any of the Company Shareholders, directors, officers or employees, or (iv) entered into any employment, deferred compensation or other compensation in similar agreement with (or any amendment to any such existing agreement) any of the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a SPAR Material Adverse Effect)Company Shareholders, directors, officers or employees; (lk) changed any of the accounting principles Accounting Principles followed by it or the methods of applying such principles, other than the contemplated change for certain of the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (to be effected shortly before the Effective Time) and other principles except as required by changes in implementing the SPAR Premerger Transactionsapplicable laws or regulations; (ml) except as contemplated by the SPAR Premerger Agreements or this Agreement, entered into any transaction that creates an obligation that will continue to bind the Company after the Effective Time other than as contemplated by this Agreement or in the ordinary course of business consistent with past practice; (nm) except issued equity securities of the Company, other than pursuant to Company Options outstanding as contemplated by of the SPAR Premerger Agreements or this Agreement, changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments date hereof and the issuance of Company Options after such date in the ordinary course of business and consistent with respect to any past practice (and the issuance of its capital stock or other ownership interestsof the Company upon exercise thereof), all of which are reflected on Schedule 3.12(m) of the Company’s Disclosure Schedule; or (on) authorized, committed or agreed to take any of the actions referred to abovedescribed in subsections (a) through (m) of this Section 3.12, except as otherwise permitted by this Agreement.

Existing Condition. Except as otherwise set forth in the SPAR Disclosure Letter, since Since the Interim SPAR Marketing Balance Sheet Date, no SPAR Marketing Company hasSeller, with respect to the Business, has not: (a) incurred or paid any liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice (includingpractice, without limitation, advances under its commitments and lines of credit), the liabilities contemplated under the SPAR Premerger Agreements; (b) or discharged or satisfied any lien or encumbrance or paid any liabilities, other than in the ordinary course of business consistent with past practice (including, without limitation, repayments under its commitments and lines of credit)encumbrance, or failed to pay or discharge when due any liabilities, other than in the ordinary course liabilities of business consistent with past practice, or where the obligation is being contested in good faith, and which the failure to pay or discharge has not caused and would not be reasonably likely to or will cause any SPAR Material Adverse Effectmaterial damage or risk of material loss to it or any of the Acquired Assets; (b) sold, encumbered, assigned, or transferred any assets or properties which would have been included in the Acquired Assets if the Closing had been held on the Interim Balance Sheet Date or on any date since the Interim Balance Sheet Date, except for dispositions of surplus or used Equipment or obsolete or unusable Inventory, or other sales of Inventory in the ordinary course of business; (c) sold, encumbered, assigned or transferred any assets, properties or rights or any interest therein, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of any SPAR Marketing Company or any interest therein, except for sales and dispositions in the ordinary course of business consistent with past practice, and except for the transactions contemplated under the SPAR Premerger Agreements and this Agreement; (d) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets the Acquired Assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever, other than ; (id) in the ordinary course of business (including, without limitation, future advances and floating liens under existing, increased or replacement credit facilities), or (ii) in connection with the financing of the MCI AcquisitionIntentionally Deleted; (e) made or suffered any early cancellation or termination of any Material SPAR Document (other than in the ordinary course of business with a vendor to a SPAR Marketing Company); or amended, modified or waived any substantial debts or claims held by it under any Material SPAR Document other than in the ordinary course of business; (f) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of shares of its capital stock or its other ownership interests; (g) suffered any damage, destruction or loss that loss, whether or not covered by insurance which has had or will could reasonably be expected to have (i) a SPAR Material Adverse Effect, Effect or (ii) a replacement cost individually or in the aggregate at more than $100,000; (h) suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct its business and operationsthe Business which has had or could reasonably be expected to have a Material Adverse Effect; (if) suffered any material adverse loss of any key employee or any change in the businessBusiness, its operations, assets, properties, assets prospects or condition (financial condition of the SPAR Marketing Companies taken as or otherwise) which has had or could reasonably be expected to have a wholeMaterial Adverse Effect; (jg) made any increase in the compensation, commissions or perquisites payable or to become payable to, or made any loan or advance to, any employee of the Business or agent thereof, or any payment of any bonus, profit sharing or other extraordinary compensation to any employee of the Business (other than any such increase or payment paid or to become payable in the ordinary course of business consistent with past practices); (h) received notice or had knowledge Knowledge of any actual or overtly threatened organized or coordinated labor trouble, strike or other similar occurrence, event or condition of any similar character that which has had or would could reasonably be reasonably likely expected to have a SPAR Material Adverse Effect; (ki) increased the salaries negotiated or other compensation of, or otherwise made any advance commitment or incurred any liability or obligation to any labor organization or labor pension plan with respect to employees of the Business; (excluding advances for ordinary and necessary business expensesj) or loan tochanged, in any material respect, any of its employees or made any increase in, or any addition to, other benefits to which any of its employees are entitled (in each case other than increases in salaries or other compensation in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a SPAR Material Adverse Effect); (l) changed any of the accounting principles followed by it or the methods of applying such principlesprinciples with respect to transactions involving the Business; (k) experienced any cancellation of any debts owed to or claims held by or on behalf of Seller with respect to the Business, other than the contemplated change for certain settlement or write-off of the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (to be effected shortly before the Effective Time) and other changes in implementing the SPAR Premerger Transactions; (m) except as contemplated by the SPAR Premerger Agreements or this Agreement, entered into any transaction other than Receivables in the ordinary course of business consistent with past practice; (nl) except as contemplated by for the SPAR Premerger Agreements loss of ULTA, Linens N Things and DDB Xxxxxxx, experienced any actual or this Agreementthreatened terminations of any business relationships or agreements between the Business' Customers or Material Suppliers which has had or could reasonably be expected to have a Material Adverse Effect; (m) experienced, changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments with respect to the Business, any occurrence of its capital stock any obligation or liability (absolute or contingent) for any indebtedness, except routine trade accounts payable, operating expenses and contract obligations incurred in the ordinary course of business; or any acceleration in the payment of, or payment other ownership interests; orthan in the ordinary course of the business of the Business and consistent with past custom and practices thereof, of any indebtedness or amounts due or payable thereunder; (n) with respect to the Business, made or suffered any amendment or termination of any agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, whether or not in the ordinary course of business where the effect of any such event could reasonably be expected to have a Material Adverse Effect; (o) agreed with respect to take any the Business, made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00), except such as may be involved in the ordinary repair, maintenance or replacements of the actions referred to aboveEquipment.

Existing Condition. Except as otherwise set forth on SCHEDULE 3.1(H), and except for such changes as have affected the oil field services business generally, since December 31, 1997, there has not been, and through the date of the Closing there will not have been, any material adverse change in the SPAR Disclosure LetterAssets or the Business or the financial condition, operations, results of operations, or future prospects of the Business. Without limiting the generality of the foregoing, since that date, except as otherwise stated on SCHEDULE 3.1(H), none of the Interim SPAR Marketing Balance Sheet Date, no SPAR Marketing Company has: Sellers has (ai) incurred entered into any liabilities, other than liabilities incurred transaction or agreement affecting the Business or the Assets except in the ordinary course of business consistent with past practice (includingbusiness, without limitation, advances under its commitments and lines of credit), the liabilities contemplated under the SPAR Premerger Agreements; (b) discharged or satisfied any lien or encumbrance or paid any liabilities, other than in the ordinary course of business consistent with past practice (including, without limitation, repayments under its commitments and lines of credit), or failed to pay or discharge when due any liabilities, other than in the ordinary course of business consistent with past practice, or where the obligation is being contested in good faith, and the failure to pay or discharge has not caused and would not be reasonably likely to cause any SPAR Material Adverse Effect; ; (cii) sold, encumbered, assigned leased, licensed or transferred any assets, properties tangible or rights or any interest therein, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of any SPAR Marketing Company or any interest therein, except for sales and dispositions intangible assets which would have been included in the ordinary course of business consistent with past practiceAssets if the Closing had been held on December 31, and except for the transactions contemplated under the SPAR Premerger Agreements and this Agreement; 1997 or on any date since then; (diii) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets the Assets to any mortgage, lien, pledge, security interest, conditional sales contract lien or other encumbrance of any nature whatsoever, other than (i) in the ordinary course of business (including, without limitation, future advances and floating liens under existing, increased or replacement credit facilities), or (ii) in connection with the financing of the MCI Acquisition; (e) made or suffered any early cancellation or termination of any Material SPAR Document (other than in the ordinary course of business with a vendor to a SPAR Marketing Company); or amended, modified or waived any substantial debts or claims held by it under any Material SPAR Document other than except in the ordinary course of business; , consistent with past practices, and except for Permitted Liens (fdefined in Section 3.1(i)); (iv) declaredentered into any agreement, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemedContract, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of shares of its capital stock or its other ownership interests; (g) suffered any damage, destruction or loss that has had or will have (i) a SPAR Material Adverse Effectlease, or license (iior series of related agreements, Contracts, leases, and licenses) a replacement cost individually outside the ordinary course of business, made any amendment to or in the aggregate at more than $100,000; (h) suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct its business and operations; (i) suffered terminated any material adverse change in agreement affecting the business, operations, properties, assets Business or financial condition of the SPAR Marketing Companies taken as a whole; (j) received notice or had knowledge of any actual or overtly threatened organized or coordinated labor trouble, strike or other similar occurrence, event or condition of any similar character that has had or would be reasonably likely to have a SPAR Material Adverse Effect; (k) increased the salaries or other compensation ofAssets, or made canceled, modified or waived any advance (excluding advances for ordinary and necessary business expenses) rights affecting the Business or loan tothe Assets, any of its employees whether or made any increase in, or any addition to, other benefits to which any of its employees are entitled (in each case other than increases in salaries or other compensation not in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a SPAR Material Adverse Effect); business; (lv) changed any of the accounting principles followed by it or the methods of applying such principles, other than ; (vi) increased the contemplated change for certain compensation of the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (to be effected shortly before the Effective Time) and other changes in implementing the SPAR Premerger Transactions; (m) except as contemplated by the SPAR Premerger Agreements or this Agreement, entered into any transaction employee other than in the ordinary course of business consistent with past practice; (n) except as contemplated by the SPAR Premerger Agreements business, entered into any employment Contract or this Agreementcollective bargaining agreement, changed its authorized capital written or its securities outstanding or otherwise changed its ownership interestsoral, or modified the terms of any existing Contract or agreement, made any other change in employment terms for any of its directors, officers, or employees outside the ordinary course of business, or adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, retirement, employee benefit plan, employee pension benefit plan, or other plan, Contract, or commitment relating to its directors, officers, and employees; (vii) suffered any damage, destruction or loss to its property or other loss, whether or not covered by insurance, (a) materially and adversely affecting the Business or Assets or (b) of any items which amount to $20,000 or more in the aggregate; (vii) granted any options, warrants, calls, conversion license or sublicense of any rights under or commitments with respect to any of its capital stock Seller's intellectual property or other ownership interestsproprietary rights; or (oviii) agreed canceled, compromised, waived, or released any right or claim (or series of related rights and claims) outside of the ordinary course of business; (ix) delayed or postponed the payment of accounts payable or any other liabilities outside the ordinary course of business; or (x) committed to take any of the actions referred foregoing. In addition, no party (including the Sellers) has accelerated, terminated, modified, or canceled any agreement, Contract, lease, or license (or series of related agreements, Contracts, leases, and licenses) to abovewhich any of the Sellers is or was a party or by which any of them is or was bound.

Existing Condition. Except as otherwise set forth in the SPAR Disclosure Letteron SCHEDULE 3.1.12, since the Interim SPAR Marketing Balance Sheet Date, no SPAR Marketing Company hasSeller with respect to the Business has not: (a) incurred any liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice (includingpractice, without limitation, advances under its commitments and lines of credit), the liabilities contemplated under the SPAR Premerger Agreements; (b) or discharged or satisfied any lien or encumbrance encumbrance, or paid any liabilities, other than in the ordinary course of business consistent with past practice (including, without limitation, repayments under its commitments and lines of credit), or failed to pay or discharge when due any liabilities, other than in the ordinary course of business consistent with past practice, or where the obligation is being contested in good faith, and failed to pay or discharge when due any liabilities of which the failure to pay or discharge has not caused and would not be reasonably likely to or will cause any SPAR Material Adverse Effectmaterial damage or risk of material loss to it or any of its assets or properties; (cb) sold, encumbered, assigned or transferred any assets, assets or properties which would have been included in the Assets if the Closing had been held on the Interim Balance Sheet Date or rights or on any interest therein, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of any SPAR Marketing Company or any interest thereindate since then, except for sales and dispositions the sale of inventory in the ordinary course of business consistent with past practice, and except for the transactions contemplated under the SPAR Premerger Agreements and this Agreement; (dc) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets Assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of or any nature whatsoever, other than except for Permitted Liens (i) hereinafter defined in the ordinary course of business (including, without limitation, future advances and floating liens under existing, increased or replacement credit facilitiesSection 3.1.13), or (ii) in connection with the financing of the MCI Acquisition; (ed) made or suffered any early cancellation amendment or termination of any Material SPAR Document (other than in the ordinary course of business with material agreement, contract, commitment, lease or plan to which it is a vendor to a SPAR Marketing Company); party or amendedby which it is bound, or canceled, modified or waived any substantial debts or claims held by it under or waived any Material SPAR Document other than rights of substantial value, whether or not in the ordinary course of business; (fe) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of shares of its capital stock or its other ownership interestsshares; (gf) suffered any damage, destruction or loss that has had loss, whether or will have not covered by insurance, (i) a SPAR Material Adverse Effectmaterially and adversely affecting its business, operations, assets, properties or prospects or (ii) a replacement cost of any item or items carried on its books of account individually or in the aggregate at more than $100,000; (h) 3,000.00, or suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct its business and operations; (ig) suffered any material adverse change in the its business, operations, assets, properties, assets prospects or condition (financial condition of the SPAR Marketing Companies taken as a wholeor otherwise); (jh) received notice or had knowledge of any actual or overtly threatened organized or coordinated labor trouble, strike or other similar occurrence, event or condition of any similar character that which has had or would be reasonably likely to might have a SPAR Material Adverse Effectan adverse effect on its business, operations, assets, properties or prospects; (ki) made commitments or agreements for capital expenditures or capital additions or betterments exceeding individually $3,000.00 except such as may be involved in ordinary repair, maintenance or replacement of its assets; (j) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or made any increase in, or any addition to, other benefits to which any of its employees are entitled (in each case other than increases in salaries or other compensation in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a SPAR Material Adverse Effect)may be entitled; (lk) changed any of the accounting principles followed by it or the methods of applying such principles, other than the contemplated change for certain of the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (to be effected shortly before the Effective Time) and other changes in implementing the SPAR Premerger Transactions;; or (ml) except as contemplated by the SPAR Premerger Agreements or this Agreement, entered into any transaction other than in the ordinary course of business consistent with past practice; (n) except as contemplated by the SPAR Premerger Agreements or this Agreement, changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments with respect to any of its capital stock or other ownership interests; or (o) agreed to take any of the actions referred to above.

Existing Condition. Except Since the date of the Most Recent Balance Sheet, Seller with respect to the Business has not (except pursuant to this Agreement and except as otherwise set forth in the SPAR Disclosure Letter, since the Interim SPAR Marketing Balance Sheet Date, no SPAR Marketing Company has:disclosed on Schedule 3.11): (a) incurred any liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice (includingpractice, without limitation, advances under its commitments and lines of credit), the liabilities contemplated under the SPAR Premerger Agreements; (b) or discharged or satisfied any lien or encumbrance encumbrance, or paid any liabilities, other than in the ordinary course of business consistent with past practice (including, without limitation, repayments under its commitments and lines of credit), or failed to pay or discharge when due any liabilities, other than in the ordinary course of business consistent with past practice, or where the obligation is being contested in good faith, and failed to pay or discharge when due any liabilities of which the failure to pay or discharge has not caused and or would not reasonably be reasonably likely expected to cause any SPAR Material Adverse Effectmaterial damage or risk of material loss to it or any of its assets or properties; (cb) sold, encumbered, assigned or transferred any assets, assets or properties which would have been included in the Assets if the Closing had been held on the date of the Most Recent Balance Sheet or rights or on any interest therein, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of any SPAR Marketing Company or any interest thereindate since then, except for sales and dispositions the sale of inventory in the ordinary course of business consistent with past practice, and except for the transactions contemplated under the SPAR Premerger Agreements and this Agreement; (dc) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets Assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of or any nature whatsoever, other than (i) in the ordinary course of business (including, without limitation, future advances and floating liens under existing, increased or replacement credit facilities), or (ii) in connection with the financing of the MCI Acquisition; (ed) made or suffered any early cancellation amendment or termination of any Material SPAR Document (other than in the ordinary course of business with a vendor to a SPAR Marketing Company); Assumed Contract, or amendedcanceled, modified or waived any substantial debts or claims held by it under or waived any Material SPAR Document other than rights of substantial value, whether or not in the ordinary course of business; (f) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of shares of its capital stock or its other ownership interests; (ge) suffered any damage, destruction or loss that has had loss, whether or will have (i) a SPAR Material Adverse Effectnot covered by insurance, materially and adversely affecting its business, operations, assets or (ii) a replacement cost individually properties or in the aggregate at more than $100,000; (h) suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct its business and operations; (if) suffered any material adverse change in the business, operations, properties, assets or financial condition of the SPAR Marketing Companies taken as a whole; (j) received notice or had knowledge of any actual or overtly threatened organized or coordinated labor trouble, strike or other similar occurrence, event or condition of any similar character that has had or would be reasonably likely to have a SPAR Material Adverse Effect; (kg) increased made commitments or agreements for capital expenditures or capital additions or betterments in excess of $50,000 without the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any prior written consent of its employees or made any increase in, or any addition to, other benefits to which any of its employees are entitled (in each case other than increases in salaries or other compensation in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a SPAR Material Adverse Effect)Buyer; (lh) changed any of the accounting principles followed by it or the methods of applying such principles, other than the contemplated change for certain of the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (to be effected shortly before the Effective Time) and other changes in implementing the SPAR Premerger Transactions;or (mi) except as contemplated by the SPAR Premerger Agreements or this Agreement, entered into any transaction other than in the ordinary course of business consistent with past practice; (n) except as contemplated by the SPAR Premerger Agreements or this Agreement, changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments with respect to any of its capital stock or other ownership interests; or (o) agreed to take any of the actions referred to above.

Existing Condition. Except as otherwise set forth in Since the SPAR Disclosure Letter, since the Interim SPAR Marketing Balance Sheet Date, the Sellers have operated or caused to be operated their respective Hotels only in the Ordinary Course, and no SPAR Marketing Company Seller has: (a1) suffered any change in its working capital, financial condition, results of operation, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects which would have a Material Adverse Effect on the Hotels; (2) incurred any liabilitiesliability or obligation (absolute, other than liabilities accrued, contingent or otherwise) except non-material items incurred in the ordinary course Ordinary Course, or materially increased, or experienced any change in any assumptions underlying or methods of business consistent with past practice (includingcalculating, without limitationany bad debt, advances under its commitments and lines of credit), the liabilities contemplated under the SPAR Premerger Agreementscontingency or other reserves; (b3) paid, discharged or satisfied any lien material claim, liability or encumbrance obligation (whether absolute, accrued, contingent or paid any liabilities, otherwise) other than the payment, discharge or satisfaction in the ordinary course Ordinary Course of business consistent with past practice (including, without limitation, repayments under its commitments liabilities and lines of credit), obligations reflected or failed to pay or discharge when due any liabilities, other than reserved against in the ordinary course of business consistent with past practice, Balance Sheet or where incurred in the obligation is being contested in good faith, and Ordinary Course since the failure to pay or discharge has not caused and would not be reasonably likely to cause any SPAR Material Adverse EffectBalance Sheet Date; (c4) sold, encumbered, assigned permitted or transferred allowed any assets, properties or rights or any interest therein, or made any agreement or commitment or granted any option or right with, of or the Hotels to be subjected to any person to acquire any assets, properties or rights of any SPAR Marketing Company or any interest thereinLien, except for sales Liens for current Taxes not yet due and dispositions Liens included in the ordinary course of business consistent with past practice, and except for the transactions contemplated under the SPAR Premerger Agreements and this AgreementPermitted Exceptions; (d5) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance written down the value of any nature whatsoeverInventory (including write-downs by reason of shrinkage or xxxx-down) or written off as uncollectible any notes or Accounts, other than (i) except for immaterial write-downs and write-offs in the ordinary course of business (including, without limitation, future advances Ordinary Course and floating liens under existing, increased or replacement credit facilities), or (ii) in connection with the financing of the MCI Acquisition; (e) made or suffered any early cancellation or termination of any Material SPAR Document (other than in the ordinary course of business with a vendor to a SPAR Marketing Company); or amended, modified or waived any substantial debts or claims held by it under any Material SPAR Document other than in the ordinary course of business; (f) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of shares of its capital stock or its other ownership interests; (g) suffered any damage, destruction or loss that has had or will have (i) a SPAR Material Adverse Effect, or (ii) a replacement cost individually or in the aggregate at more than $100,000; (h) suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct its business and operations; (i) suffered any material adverse change in the business, operations, properties, assets or financial condition of the SPAR Marketing Companies taken as a whole; (j) received notice or had knowledge of any actual or overtly threatened organized or coordinated labor trouble, strike or other similar occurrence, event or condition of any similar character that has had or would be reasonably likely to have a SPAR Material Adverse Effect; (k) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or made any increase in, or any addition to, other benefits to which any of its employees are entitled (in each case other than increases in salaries or other compensation in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a SPAR Material Adverse Effect); (l) changed any of the accounting principles followed by it or the methods of applying such principles, other than the contemplated change for certain of the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (to be effected shortly before the Effective Time) and other changes in implementing the SPAR Premerger Transactions; (m) except as contemplated by the SPAR Premerger Agreements or this Agreement, entered into any transaction other than in the ordinary course of business consistent with past practice; (n6) cancelled any debts or waived any claims or rights of substantial value except in the Ordinary Course; (7) sold, transferred or otherwise disposed of any Hotel properties or assets (real, personal or mixed, tangible or intangible), except in the Ordinary Course; (8) except as set forth on Schedule 5.1(s)(8), granted any general increase in the compensation of officers or employees of any Hotels (including any such increase pursuant to any bonus, pension, profitsharing or other plan or commitment) or any other increase in the compensation payable or to become payable to any officer or employee of any Hotel, and no such increase is customary on a periodic basis or required by agreement or understanding; (9) made any single capital expenditure or commitment (i) not set forth on the Schedule of Capital Expenditures or (ii) in excess of $100,000 (on a per-Hotel basis) for additions to property, plant or equipment; (10) except as contemplated by the SPAR Premerger Agreements set forth on Schedule 5.1(s)(10), made any change in any method of accounting or this Agreement, changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments with respect to any of its capital stock or other ownership interestsaccounting practice; or (o11) agreed agreed, whether in writing or otherwise, to take any of the actions referred to aboveaction described in this Section 5.1(s).

Existing Condition. Except as otherwise set forth in Since the SPAR Disclosure Letterdate of the January 31, since the Interim SPAR Marketing 1997 ------------------ Balance Sheet Dateand Financial Statement, no SPAR Marketing Company hasand unless specifically authorized by the Bankruptcy Court, Seller has not: (a) incurred any liabilities, other than liabilities incurred in the ordinary course of business (other than Debtor-in-Possession financing), consistent with past practice (includingpractice, without limitation, advances under its commitments and lines of credit), the liabilities contemplated under the SPAR Premerger Agreements; (b) or discharged or satisfied any lien or encumbrance encumbrance, or paid any liabilities, other than in the ordinary course of business consistent with past practice (including, without limitation, repayments under its commitments and lines of credit), or failed to pay or discharge when due any liabilities, other than in the ordinary course of business consistent with past practice, or where the obligation is being contested in good faith, and failed to pay or discharge when due any liabilities of which the failure to pay or discharge has not caused and would not be reasonably likely to or will cause any SPAR Material Adverse Effectmaterial damage or risk of material loss to it or any of its assets or properties (except for the failure to make any payment or discharge any Liabilities specifically authorized by the Bankruptcy Court), and Seller has made all adequate protection payments to its creditors required by the Bankruptcy Court; (cb) sold, encumberedunencumbered, assigned or transferred any assetsassets or properties which would have been included in the Assets if the Closing had been held on the date of the January 31, properties 1997 Balance Sheet or rights or on any interest therein, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of any SPAR Marketing Company or any interest thereindate since then, except for sales and dispositions the sale, use or consumption of inventory in the ordinary course of business consistent with past practice, and except for the transactions contemplated under the SPAR Premerger Agreements and this Agreementpractices; (dc) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected subject any of its assets the Assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever, other than (i) in the ordinary course of business (including, without limitation, future advances and floating liens under existing, increased or replacement credit facilities), or (ii) in connection with the financing of the MCI Acquisitionexcept for Debtor-in-Possession financing; (ed) made or suffered any early cancellation amendment or termination of any Material SPAR Document (other than in the ordinary course of business with material agreement, contract, commitment, lease or plan to which it is a vendor to a SPAR Marketing Company); party or amendedwhich it is bound, canceled, modified or waived any substantial debts or claims held by it under or waived any Material SPAR Document other than rights of substantial value, whether or not in the ordinary course of businessbusiness (other than Debtor- in-Possession financing); (fe) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of shares of its capital stock or its other ownership interestsshares; (gf) suffered any damage, destruction or loss that has had loss, whether or will have not covered by insurance, (i) a SPAR Material Adverse Effectmaterial and adversely affecting it business, operation, assets, properties or prospects, or (ii) a replacement cost or any item or items carried on its books of account individually or in the aggregate at more than $100,000; (h) 25,000.00, or suffered any repeated, recurring reoccurring or prolonged shortagestorage, cessation assession or interruption of supplies or utility utilities or other services required to conduct its it business and operations; (ig) suffered any material adverse change in the its business, operations, assets, properties, assets prospects or condition, financial condition of the SPAR Marketing Companies taken as a wholeor otherwise; (jh) received notice or had have knowledge of any actual or overtly threatened organized or coordinated labor trouble, strike or other similar occurrence, event or condition of any similar character that which has had or would be reasonably likely to might have a SPAR Material Adverse Effectany adverse affect on its business, operations, assets, properties or prospects; (ki) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $25,000.00 except such as may be involved in the ordinary repairs, maintenance or replacements of its Assets; (j) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or made any increase in, or any addition to, other benefits to which any of its employees are entitled (in each case other than increases in salaries or other compensation in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a SPAR Material Adverse Effect)may be entitled; (lk) changed any of the accounting principles followed by it or the methods of applying such principles, other than the contemplated change for certain of the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (to be effected shortly before the Effective Time) and other changes in implementing the SPAR Premerger Transactions;; or (ml) except as contemplated by the SPAR Premerger Agreements or this Agreement, entered into any transaction other than in the ordinary course of business consistent with past practice; (n) except as contemplated by the SPAR Premerger Agreements or this Agreement, changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments with respect to any of its capital stock or other ownership interests; or (o) agreed to take any of the actions referred to abovepractices.

Existing Condition. Except as otherwise set forth in Schedule 6.30, between the SPAR Disclosure Letter, since the Interim SPAR Marketing Audited Balance Sheet DateDate and the date of this Agreement, no SPAR Marketing neither the Company nor any CLA Company has: (a) incurred any liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice (includingpractice, without limitation, advances under its commitments and lines of credit), the liabilities contemplated under the SPAR Premerger Agreements; (b) or discharged or satisfied any lien or encumbrance encumbrance, or paid any liabilities, other than in the ordinary course of business consistent with past practice (including, without limitation, repayments under its commitments and lines of credit), or failed to pay or discharge when due any liabilities, other than in the ordinary course of business consistent with past practice, or where the obligation is being contested in good faith, and failed to pay or discharge when due any liabilities of which the failure to pay or discharge has not caused and would not be reasonably likely to or will cause any SPAR Material Adverse Effectmaterial damage or risk of material loss to it or any of its assets or properties; (cb) sold, encumbered, assigned or transferred any assets, properties or rights or any interest therein, except for the sales in the ordinary course of business consistent with past practice, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of the Company or any SPAR Marketing CLA Company or any interest therein, except for sales and dispositions in the ordinary course of business consistent with past practice, and except for the transactions therein (other than as contemplated under the SPAR Premerger Agreements and this Agreementby Section 10.13 hereof); (dc) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever, other than (i) in the ordinary course of business (including, without limitation, future advances and floating liens under existing, increased or replacement credit facilities), or (ii) in connection with the financing of the MCI Acquisition; (e) made or suffered any early cancellation or termination of any Material SPAR Document (other than in the ordinary course of business consistent with past practice. (d) except in the ordinary course of business consistent with past practice, made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a vendor to a SPAR Marketing Company); party or amendedby which it is bound, or canceled, modified or waived any substantial debts or claims held by it under or waived any Material SPAR Document other than rights of substantial value, where such amendments, terminations, cancellations, modifications and waivers in the ordinary course aggregate do not or could not reasonably be expected to have a material adverse effect on the business, operations, assets, properties, prospects or condition (financial or otherwise) of businessthe Company or the CLA Company, taken as a whole; (f) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of shares of its capital stock or its other ownership interests; (ge) suffered any damage, destruction or loss that has had loss, whether or will have not covered by insurance, (i) a SPAR Material Adverse Effectmaterially and adversely affecting its business, operations, assets, properties or prospects or (ii) a replacement cost of any item or items carried on its books of account individually or in the aggregate at more than $100,000; (h) 25,000, or suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct its business and operations; (if) suffered any material adverse change in the its business, operations, assets, properties, assets prospects or condition (financial condition of or otherwise), other than as directly caused by adverse economic conditions not specific to, or having an extraordinary impact upon, the SPAR Marketing Companies taken as a wholeCompany and the CLA Companies; (jg) received notice or had knowledge of any actual or overtly threatened organized or coordinated labor trouble, strike or other similar occurrence, event or condition of any similar character that which has had or would be reasonably likely to might have a SPAR Material Adverse Effectan adverse effect on its business, operations, assets, properties or prospects; (kh) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $25,000, except in the ordinary course of business consistent with past practice or such as may be involved in ordinary repair, maintenance or replacement of its assets; (i) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its non-Stockholder employees or made any increase in, or any addition to, other benefits to which any of its non-Stockholder employees are entitled (in each case other than increases in salaries or other compensation in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a SPAR Material Adverse Effect)may be entitled; (lj) changed any of the accounting principles followed by it or the methods of applying such principles, other than the contemplated change for certain of the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (to be effected shortly before the Effective Time) and other changes in implementing the SPAR Premerger Transactions; (mk) except as contemplated by the SPAR Premerger Agreements or this Agreement, entered into any transaction other than in the ordinary course of business consistent with past practice; (n) except as contemplated by the SPAR Premerger Agreements or this Agreement, changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments with respect to any of its capital stock or other ownership interests; or (ol) agreed to take any of the actions referred to above.

Existing Condition. Except as otherwise set forth in the SPAR Disclosure Letter, since Since the Interim SPAR Marketing Balance Sheet Date, except as set forth in Schedule 3.1.11, no SPAR Marketing Company Seller has: (a1) incurred any liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice (including, without limitation, advances under or failed to pay or discharge when due any liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its commitments and lines assets or properties other than with the prior written consent of credit), the liabilities contemplated under the SPAR Premerger AgreementsPRG; (b2) discharged sold, encumbered, assigned or satisfied transferred any lien assets or encumbrance properties which would have been included in the Assets if the Closing had been held on the Interim Balance Sheet Date or paid on any liabilitiesdate since then, other than except (i) for the sale of property in the ordinary course of business consistent with past practice or with the prior written consent of PRG or (including, without limitation, repayments under its commitments ii) the disposition of damaged or obsolete inventory and lines of credit), or failed to pay or discharge when due any liabilities, other than equipment no longer useful in the ordinary course of business consistent with past practice, or where the obligation is being contested in good faith, and the failure to pay or discharge has an amount not caused and would not be reasonably likely to cause any SPAR Material Adverse Effectexceeding $100,000; (c3) sold, encumbered, assigned or transferred any assets, properties or rights or any interest therein, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of any SPAR Marketing Company or any interest therein, except for sales and dispositions in the ordinary course of business consistent with past practice, and except for the transactions contemplated under the SPAR Premerger Agreements and this Agreement; (d) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets Assets (other than any Excluded Assets) to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever, except for Permitted Liens (as defined in subsection 3.1.12), other than with the prior written consent of PRG; (i4) in agreed to any amendment or received notice of termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound (not including any rental agreement with aggregate rentals after the ordinary course of business (including, without limitation, future advances and floating liens under existing, increased or replacement credit facilitiesdate hereof reasonably expected not to exceed $2500 per week), or (ii) in connection with the financing of the MCI Acquisition; (e) made or suffered any early cancellation or termination of any Material SPAR Document (other than in the ordinary course of business with a vendor to a SPAR Marketing Company); or amendedcanceled, modified or waived any substantial debts or claims held by it under or waived any Material SPAR Document other than rights of substantial value, whether or not in the ordinary course of business, other than with the prior written consent of PRG; (f) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of shares of its capital stock or its other ownership interests; (g5) suffered any damage, destruction or loss that has had loss, whether or will have not covered by insurance, (i) a SPAR Material Adverse Effectmaterially and adversely affecting its business, operations, assets or properties or (ii) a replacement cost of any item or items carried on its books of account individually or in the aggregate at more than $100,000; (h) 50,000 or suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct its business and operations; (i6) suffered any material adverse change in the its business, operations, propertiesassets, assets prospects, properties or financial condition of the SPAR Marketing Companies taken as a wholecondition; (j7) received notice or had knowledge of any actual or overtly threatened organized or coordinated labor trouble, strike or other similar occurrence, event or condition of any similar character that which has had or would could reasonably be reasonably likely expected to have a SPAR Material Adverse Effectmaterial adverse effect on its business, operations, assets or properties; (k8) made commitments or agreements for capital expenditures or capital additions or betterments involving expenditures of more than $100,000 in the aggregate except such as may be involved in ordinary repair, maintenance or replacement of its assets, other than with the prior written consent of PRG; (9) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees other than Xxxxxx Xxxxx or Xxxxxx Xxxxxx or made any increase in, or any addition to, other benefits to which any of its employees are entitled (in each case other than increases in salaries Xxxxxx Xxxxx or Xxxxxx Xxxxxx may be entitled, other compensation in than with the ordinary course prior written consent of business consistent with past practice and that in the aggregate have not resulted in a SPAR Material Adverse Effect)PRG; (l10) changed any of the accounting principles followed by it or the methods of applying such principles, principles other than with the contemplated change for certain prior written consent of the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (to be effected shortly before the Effective Time) and other changes in implementing the SPAR Premerger Transactions;PRG; or (m11) except as contemplated by the SPAR Premerger Agreements or this Agreement, entered into any transaction other than in the ordinary course of business consistent with past practice; (n) except as contemplated by , other than with the SPAR Premerger Agreements or this Agreement, changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments with respect to any prior written consent of its capital stock or other ownership interests; or (o) agreed to take any of the actions referred to abovePRG.

Existing Condition. Except as otherwise set forth in the SPAR Disclosure LetterSchedule 6.30, since the Interim SPAR Marketing Balance Sheet Date, no SPAR Marketing the Company hashas not: (a) incurred any liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice (includingpractice, without limitation, advances under its commitments and lines of credit), the liabilities contemplated under the SPAR Premerger Agreements; (b) or discharged or satisfied any lien or encumbrance encumbrance, or paid any liabilities, other than in the ordinary course of business consistent with past practice (including, without limitation, repayments under its commitments and lines of credit), or failed to pay or discharge when due any liabilities, other than in the ordinary course of business consistent with past practice, or where the obligation is being contested in good faith, and failed to pay or discharge when due any liabilities of which the failure to pay or discharge has not caused and would not be reasonably likely to or will cause any SPAR Material Adverse Effectmaterial damage or risk of material loss to it or any of its assets or properties; (cb) sold, encumbered, assigned or transferred any assets, properties or rights or any interest therein, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of any SPAR Marketing the Company or any interest therein, except for sales and dispositions in the ordinary course of business consistent with past practice, and except for the transactions contemplated under the SPAR Premerger Agreements and this Agreement; (dc) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever, other than (i) except in the ordinary course of business (including, without limitation, future advances and floating liens under existing, increased or replacement credit facilities), or (ii) in connection consistent with the financing of the MCI Acquisitionpast practice; (ed) made or suffered any early cancellation amendment or termination of any Material SPAR Document (other than in the ordinary course of business with material agreement, contract, commitment, lease or plan to which it is a vendor to a SPAR Marketing Company); party or amendedby which it is bound, or canceled, modified or waived any substantial debts or claims held by it under or waived any Material SPAR Document other than rights of substantial value, except in the ordinary course of businessbusiness consistent with past practice; (fe) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its shares of its capital stock or its other ownership interests; (gf) suffered any damage, destruction or loss that has had loss, whether or will have not covered by insurance, (i) a SPAR Material Adverse Effectmaterially and adversely affecting its business, operations, assets, properties or prospects or (ii) a replacement cost of any item or items carried on its books of account individually or in the aggregate at more than $100,000; (h) 25,000, or suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct its business and operations; (ig) suffered any material adverse change in the its business, operations, assets, properties, assets prospects or condition (financial condition of or otherwise) other than as directly caused by adverse economic conditions not specific to, or having an extraordinary impact upon, the SPAR Marketing Companies taken as a wholeCompany; (jh) received notice or had knowledge of any actual or overtly threatened organized or coordinated labor trouble, strike or other similar occurrence, event or condition of any similar character that which has had or would be reasonably likely to might have a SPAR Material Adverse Effectan adverse effect on its business, operations, assets, properties or prospects; (ki) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $25,000, except in the ordinary course of business or as may be involved in ordinary repair, maintenance or replacement of its assets; (j) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or made any increase in, or any addition to, other benefits to which any of its employees are may be entitled (in each case other than except for scheduled increases in salaries or other compensation in the ordinary course of business and consistent with past practice and that in the aggregate have not resulted in a SPAR Material Adverse Effect)practices or increases required by any existing plan; (lk) changed any of the accounting principles followed by it or the methods of applying such principles, other than the contemplated change for certain of the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (to be effected shortly before the Effective Time) and other changes in implementing the SPAR Premerger Transactions; (ml) except as contemplated by the SPAR Premerger Agreements or this Agreement, entered into any transaction other than in the ordinary course of business consistent with past practice, except (i) the transactions contemplated by this Agreement, (ii) those transactions identified on schedules attached hereto and (iii) as otherwise permitted pursuant to this Section 6.30; (nm) except as contemplated by the SPAR Premerger Agreements or this Agreement, changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments with respect to any of its capital stock or other ownership interests; or (on) agreed to take any of the actions referred to above.

Existing Condition. Except as otherwise set forth in the SPAR Disclosure LetterSEC Reports, since the Interim SPAR Marketing Balance Sheet Date, no SPAR Marketing Company hasSeller with respect to the Public Safety Software Business has not: (a) incurred any liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice (includingpractice, without limitation, advances under its commitments and lines of credit), the liabilities contemplated under the SPAR Premerger Agreements; (b) or discharged or satisfied any lien or encumbrance encumbrance, or paid any liabilities, other than in the ordinary course of business consistent with past practice (including, without limitation, repayments under its commitments and lines of credit), or failed to pay or discharge when due any liabilities, other than in the ordinary course of business consistent with past practice, or where the obligation is being contested in good faith, and failed to pay or discharge when due any liabilities of which the failure to pay or discharge has not caused and would not be reasonably likely to or will cause any SPAR Material Adverse Effectmaterial damage or risk of material loss to any of the Assets; (cb) sold, encumbered, assigned or transferred any assets, assets or properties which would have been included in the Assets if the Closing had been held on the Balance Sheet Date or rights or on any interest therein, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of any SPAR Marketing Company or any interest thereindate since then, except for sales and dispositions the sale of inventory in the ordinary course of business consistent with past practice, and except for the transactions contemplated under the SPAR Premerger Agreements and this Agreement; (dc) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets Assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever, other than except for Permitted Liens (i) hereinafter defined in the ordinary course of business (including, without limitation, future advances and floating liens under existing, increased or replacement credit facilitiesSection 3.1.13), or (ii) in connection with the financing of the MCI Acquisition; (ed) made or suffered any early cancellation amendment or termination of any Material SPAR Document (other than in the ordinary course of business with material agreement, contract, commitment, lease or plan to which it is a vendor to a SPAR Marketing Company); party or amendedby which it is bound, or cancelled, modified or waived any substantial debts or claims held by it under or waived any Material SPAR Document other than rights of substantial value, whether or not in the ordinary course of businessbusiness included in the Assets or the liability assumed by the Purchaser hereunder; (e) [Intentionally left Blank]; (f) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of shares of its capital stock or its other ownership interests; (g) suffered any damage, destruction or loss that has had loss, whether or will have not covered by insurance, (i) a SPAR Material Adverse Effectmaterially and adversely affecting its Public Safety Software Business, or the Assets or (ii) a replacement cost of any item or items carried on its books of account individually or in the aggregate at more than $100,000; (h) 25,000 related to the Public Safety Software Business or the Assets or suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct its business and operationsPublic Safety Software Business; (ig) suffered any material adverse change in its Public Safety Software Business, or the businessAssets, operations, properties, assets (financial or financial condition of the SPAR Marketing Companies taken as a wholeotherwise); (jh) received notice or had knowledge of any actual or overtly threatened organized or coordinated labor trouble, strike or other similar occurrence, event or condition of any similar character that which has had or would might have an adverse effect on its Public Safety Software Business or the Assets; (i) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $50,000 in connection with the Public Safety Software Business or the Assets except such as may be reasonably likely to have a SPAR Material Adverse Effectinvolved in ordinary repair, maintenance or replacement of any Assets; (j) [Intentionally left Blank]; (k) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or made any increase in, or any addition to, other benefits to which any of its employees are entitled (in each case other than increases in salaries or other compensation in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a SPAR Material Adverse Effect); (l) changed any of the accounting principles followed by it or the methods of applying such principles, other than the contemplated change for certain of the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (to be effected shortly before the Effective Time) and other changes in implementing the SPAR Premerger Transactions;; or (m1) except as contemplated by the SPAR Premerger Agreements or this Agreement, entered into any transaction other than in the ordinary course of business consistent with past practice; (n) except as contemplated by the SPAR Premerger Agreements or this Agreement, changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments with respect to any of its capital stock or other ownership interests; or (o) agreed to take any of the actions referred to above.

Existing Condition. Except as otherwise set forth on Schedule 3.1(h), and except for such changes as have affected the oil field services business generally, since December 31, 1997, there has not been, and through the date of the Closing there will not have been, any material adverse change in the SPAR Disclosure LetterAssets or the Business or the financial condition, operations, results of operations, or future prospects of the Business. Without limiting the generality of the foregoing, since that date, except as otherwise stated on Schedule 3.1(h), none of the Interim SPAR Marketing Balance Sheet Date, no SPAR Marketing Company has: Sellers has (ai) incurred entered into any liabilities, other than liabilities incurred transaction or agreement affecting the Business or the Assets except in the ordinary course of business consistent with past practice (includingbusiness, without limitation, advances under its commitments and lines of credit), the liabilities contemplated under the SPAR Premerger Agreements; (b) discharged or satisfied any lien or encumbrance or paid any liabilities, other than in the ordinary course of business consistent with past practice (including, without limitation, repayments under its commitments and lines of credit), or failed to pay or discharge when due any liabilities, other than in the ordinary course of business consistent with past practice, or where the obligation is being contested in good faith, and the failure to pay or discharge has not caused and would not be reasonably likely to cause any SPAR Material Adverse Effect; ; (cii) sold, encumbered, assigned leased, licensed or transferred any assets, properties tangible or rights or any interest therein, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of any SPAR Marketing Company or any interest therein, except for sales and dispositions intangible assets which would have been included in the ordinary course of business consistent with past practiceAssets if the Closing had been held on December 31, and except for the transactions contemplated under the SPAR Premerger Agreements and this Agreement; 1997 or on any date since then; (diii) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets the Assets to any mortgage, lien, pledge, security interest, conditional sales contract lien or other encumbrance of any nature whatsoever, other than (i) in the ordinary course of business (including, without limitation, future advances and floating liens under existing, increased or replacement credit facilities), or (ii) in connection with the financing of the MCI Acquisition; (e) made or suffered any early cancellation or termination of any Material SPAR Document (other than in the ordinary course of business with a vendor to a SPAR Marketing Company); or amended, modified or waived any substantial debts or claims held by it under any Material SPAR Document other than except in the ordinary course of business; , consistent with past practices, and except for Permitted Liens (fdefined in Section 3.1(i)); (iv) declaredentered into any agreement, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemedContract, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of shares of its capital stock or its other ownership interests; (g) suffered any damage, destruction or loss that has had or will have (i) a SPAR Material Adverse Effectlease, or license (iior series of related agreements, Contracts, leases, and licenses) a replacement cost individually outside the ordinary course of business, made any amendment to or in the aggregate at more than $100,000; (h) suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct its business and operations; (i) suffered terminated any material adverse change in agreement affecting the business, operations, properties, assets Business or financial condition of the SPAR Marketing Companies taken as a whole; (j) received notice or had knowledge of any actual or overtly threatened organized or coordinated labor trouble, strike or other similar occurrence, event or condition of any similar character that has had or would be reasonably likely to have a SPAR Material Adverse Effect; (k) increased the salaries or other compensation ofAssets, or made canceled, modified or waived any advance (excluding advances for ordinary and necessary business expenses) rights affecting the Business or loan tothe Assets, any of its employees whether or made any increase in, or any addition to, other benefits to which any of its employees are entitled (in each case other than increases in salaries or other compensation not in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a SPAR Material Adverse Effect); business; (lv) changed any of the accounting principles followed by it or the methods of applying such principles, other than ; (vi) increased the contemplated change for certain compensation of the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (to be effected shortly before the Effective Time) and other changes in implementing the SPAR Premerger Transactions; (m) except as contemplated by the SPAR Premerger Agreements or this Agreement, entered into any transaction employee other than in the ordinary course of business consistent with past practice; (n) except as contemplated by the SPAR Premerger Agreements business, entered into any employment Contract or this Agreementcollective bargaining agreement, changed its authorized capital written or its securities outstanding or otherwise changed its ownership interestsoral, or modified the terms of any existing Contract or agreement, made any other change in employment terms for any of its directors, officers, or employees outside the ordinary course of business, or adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, retirement, employee benefit plan, employee pension benefit plan, or other plan, Contract, or commitment relating to its directors, officers, and employees; (vii) suffered any damage, destruction or loss to its property or other loss, whether or not covered by insurance, (a) materially and adversely affecting the Business or Assets or (b) of any items which amount to $20,000 or more in the aggregate; (vii) granted any options, warrants, calls, conversion license or sublicense of any rights under or commitments with respect to any of its capital stock Seller's intellectual property or other ownership interestsproprietary rights; or (oviii) agreed canceled, compromised, waived, or released any right or claim (or series of related rights and claims) outside of the ordinary course of business; (ix) delayed or postponed the payment of accounts payable or any other liabilities outside the ordinary course of business; or (x) committed to take any of the actions referred foregoing. In addition, no party (including the Sellers) has accelerated, terminated, modified, or canceled any agreement, Contract, lease, or license (or series of related agreements, Contracts, leases, and licenses) to abovewhich any of the Sellers is or was a party or by which any of them is or was bound.

Existing Condition. Except as otherwise set forth in Since the SPAR Disclosure Letter, since the Interim SPAR Marketing Balance Sheet Date, no SPAR Marketing the Company hashas not: (a) incurred any liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice (includingpractice, without limitation, advances under its commitments and lines of credit), the liabilities contemplated under the SPAR Premerger Agreements; (b) or discharged or satisfied any lien or encumbrance encumbrance, or paid any liabilities, other than in the ordinary course of business consistent with past practice (including, without limitation, repayments under its commitments and lines of credit), or failed to pay or discharge when due any liabilities, other than in the ordinary course of business consistent with past practice, or where the obligation is being contested in good faith, and failed to pay or discharge when due any liabilities of which the failure to pay or discharge has not caused and would not be reasonably likely to or will cause any SPAR Material Adverse Effectmaterial damage or risk of material loss to it or any of its assets or properties; (cb) sold, encumbered, assigned or transferred any assets, properties or rights or any interest therein, except for the sales in the ordinary course of business consistent with past practice, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of any SPAR Marketing the Company or any interest therein, except for sales and dispositions any agreement or commitment, any option or right to acquire any Leases of the Company or any interest therein granted in the ordinary course of business consistent with past practice, and except for the transactions contemplated under the SPAR Premerger Agreements and this Agreement,; (dc) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever, other than (i) in the ordinary course of business (including, without limitation, future advances and floating liens under existing, increased or replacement credit facilities), or (ii) in connection with the financing of the MCI Acquisition; (ed) made or suffered any early cancellation amendment or termination of any Material SPAR Document (other than in the ordinary course of business with material agreement, contract, commitment, lease or plan to which it is a vendor to a SPAR Marketing Company); party or amendedby which it is bound, or canceled, modified or waived any substantial debts or claims held by it under or waived any Material SPAR Document other than rights of substantial value, whether or not in the ordinary course of business; (fe) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its shares of capital stock or other ownership interests or agreed to make any other distribution or payment in respect of its capital stock or its shares, other ownership intereststhan distributions to Stockholders which do not reduce the aggregate stockholders' equity of the Company below approximately $300,000.00; (gf) suffered any damage, destruction or loss that has had loss, whether or will have not covered by insurance, (i) a SPAR Material Adverse Effectmaterially and adversely affecting its business, operations, assets, properties or prospects or (ii) a replacement cost of any item or items carried on its books of account individually or in the aggregate at more than $100,000; (h) 10,000.00, or suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct its business and operations; (ig) suffered any material adverse change in the its business, operations, assets, properties, assets prospects or condition (financial condition of the SPAR Marketing Companies taken as a wholeor otherwise); (jh) received notice or had knowledge of any actual or overtly threatened organized or coordinated labor trouble, strike or other similar occurrence, event or condition of any similar character that which has had or would be reasonably likely to might have a SPAR Material Adverse Effectan adverse effect on its business, operations, assets, properties or prospects; (ki) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $10,000.00, except such as may be involved in ordinary repair, maintenance or replacement of its assets; (j) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees employees, directors or agents or made any increase in, or any addition to, other benefits to which any of its employees are entitled (employees, directors or agents may be entitled, except as set forth in each case other than increases in salaries or other compensation in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a SPAR Material Adverse Effect)Schedule 6.30; (lk) changed any of the accounting principles followed by it or the methods of applying such principles, other than the contemplated change for certain of the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (to be effected shortly before the Effective Time) and other changes in implementing the SPAR Premerger Transactions; (ml) except as contemplated by the SPAR Premerger Agreements or this Agreement, entered into any transaction other than in the ordinary course of business consistent with past practicepractice other than this transaction; (nm) except as contemplated by the SPAR Premerger Agreements or this Agreement, changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments with respect to any of its capital stock or other ownership interests; or (on) agreed to take any of the actions referred to above.

Existing Condition. Except as otherwise set forth in With respect to the SPAR Disclosure LetterLEC Business, since the Interim SPAR Marketing date of the Audited Balance Sheet DateSheet, no SPAR Marketing Company hasLEC has not: (ai) other than the restructuring of certain debt to The Bank of New York or with the prior written consent of Buyer (A) incurred any liabilities, other than liabilities incurred which in the ordinary course of business consistent with past practice (including, without limitation, advances under its commitments and lines of credit), the liabilities contemplated under the SPAR Premerger Agreements; (b) discharged or satisfied any lien or encumbrance or paid any liabilities, other than in the ordinary course of business consistent with past practice (including, without limitation, repayments under its commitments and lines of credit), or failed to pay or discharge when due any liabilitiesaggregate exceed $5,000, other than in the ordinary course of business consistent with past practice, or where the obligation is being contested in good faith, and the failure to pay (B) discharged or discharge has not caused and would not be reasonably likely to cause satisfied any SPAR Material Adverse Effect; (c) sold, encumbered, assigned lien or transferred any assets, properties or rights or any interest thereinencumbrance, or made (C) paid any agreement or commitment or granted any option or right withmaterial liabilities which in the aggregate exceed $5,000, of or to any person to acquire any assets, properties or rights of any SPAR Marketing Company or any interest therein, except for sales and dispositions other than in the ordinary course of business consistent with past practice, and or (D) failed to pay or discharge when due any liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of the Assets; (ii) other than with the prior written consent of Buyer, sold, encumbered, assigned or transferred any assets or properties which would have been included in the Assets if the Closing had been held on the date of the Audited Balance Sheet or on any date since then, except for the transactions contemplated under sale of inventory in the SPAR Premerger Agreements and this Agreementordinary course of business consistent with past practice; (diii) other than the restructuring of certain debt to The Bank of New York or with the prior written consent of Buyer, created, incurred, assumed or guaranteed any indebtedness for money borrowedborrowed in excess of $5,000, or mortgaged, pledged or subjected any of its assets the Assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever, other than (iexcept for the items set forth on Schedule 5.1(g)(iii) in the ordinary course of business (including, without limitation, future advances and floating liens under existing, increased or replacement credit facilities), or (ii) in connection with the financing of the MCI Acquisitionattached hereto; (eiv) other than with the prior written consent of Buyer, made or suffered any early cancellation amendment or termination of any Material SPAR Document (other than in the ordinary course of business with material agreement, contract, commitment, lease or plan to which it is a vendor to a SPAR Marketing Company); party or amendedby which it is bound, or canceled, modified or waived any substantial debts or claims held by it under or waived any Material SPAR Document other than rights of substantial value, whether or not in the ordinary course of business; (f) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of shares of its capital stock or its other ownership interests; (gv) suffered any damage, destruction or loss that has had loss, whether or will have not covered by insurance, (iA) a SPAR Material Adverse Effectmaterially and adversely affecting business, operations, assets properties or prospects of LEC, or (iiB) a replacement cost of any item or items carried on books of account of LEC individually or in the aggregate at more than $100,000; (h) 15,000 or suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct its business and operations; (ivi) suffered any material adverse change in the business, operations, assets, properties, assets prospects or condition (financial condition or otherwise) of the SPAR Marketing Companies taken as a wholeLEC not previously disclosed to Buyer; (jvii) received notice or had knowledge of any actual or overtly threatened organized or coordinated labor trouble, strike or other similar occurrence, event or condition of any similar character that which has had or would be reasonably likely to might have a SPAR Material Adverse Effectan adverse effect on business, operations, assets, properties or prospects of LEC; (kviii) other than with the prior written consent of Buyer, increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any employee of its employees LEC or made any increase in, or any addition to, other benefits to which any of its employees are entitled (in each case other than increases in salaries or other compensation in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a SPAR Material Adverse Effect)such employee may be entitled; (lix) other than with the prior written consent of Buyer, changed any of the accounting principles followed by it LEC or the methods of applying such principles, ; or (x) other than with the contemplated change for certain prior written consent of the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (to be effected shortly before the Effective Time) and other changes in implementing the SPAR Premerger Transactions; (m) except as contemplated by the SPAR Premerger Agreements or this AgreementBuyer, entered into any transaction having a projected economic value in excess of $5,000, other than in the ordinary course of business consistent with past practice; (n) except as contemplated by the SPAR Premerger Agreements or this Agreement, changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments with respect to any of its capital stock or other ownership interests; or (o) agreed to take any of the actions referred to above.

Existing Condition. Except as otherwise set forth disclosed in Schedule 3.12 of the SPAR Company's Disclosure LetterSchedule, since the Interim SPAR Marketing Company Balance Sheet Date, no SPAR Marketing the Company hashas not: (a) incurred any liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice (including, without limitation, advances under its commitments and lines of credit), the liabilities contemplated under the SPAR Premerger Agreements; (b) discharged or satisfied any lien or encumbrance or paid any liabilities, other than in the ordinary course of business consistent with past practice (including, without limitation, repayments under its commitments and lines of credit), or failed to pay or discharge when due any liabilities, other than in the ordinary course of business consistent with past practice, or where the obligation is being contested in good faith, and the failure to pay or discharge has not caused and would not be reasonably likely to cause any SPAR Material Adverse Effect; (c) sold, encumbered, assigned or transferred any assets, properties or rights or any interest therein, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of any SPAR Marketing Company or any interest therein, except for sales and dispositions in the ordinary course of business consistent with past practice, and except for the transactions contemplated under the SPAR Premerger Agreements and this Agreement; (d) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever, other than (i) in the ordinary course of business (including, without limitation, future advances and floating liens under existing, increased or replacement credit facilities), or (ii) in connection with the financing of the MCI Acquisition; (e) made or suffered any early cancellation or termination of any Material SPAR Document (other than in the ordinary course of business with a vendor to a SPAR Marketing Company); or amended, modified or waived any substantial debts or claims held by it under any Material SPAR Document other than in the ordinary course of business; (f) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of shares of its capital stock or its other ownership interestsshares; (gb) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any Lien other than Permitted Liens or paid any Liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities which the failure to pay or discharge has caused or could be reasonably expected to cause a Material Adverse Effect on the Company; (c) sold, assigned or transferred any of its assets or properties, except in the ordinary course of business consistent with past practice; (d) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected to any Lien, any of its material assets or properties, other than Liens, if any, for current Taxes not yet due and payable or other Permitted Liens; (e) made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any debts or claims held by it, other than in the ordinary course of business consistent with past practice, or waived any rights of substantial value; (f) suffered any damage, destruction or loss that has had loss, whether or will have not covered by insurance, (i) that could be reasonably expected to have a SPAR Material Adverse Effect, Effect on the Company or (ii) a replacement cost individually or in the aggregate of any item carried on its books of account at more than $100,00025,000; (hg) suffered any repeated, recurring or prolonged shortage, cessation or interruption of material supplies or utility or other services required to conduct its business and operations; (h) received notice, or to the Knowledge of the Company, been made aware of any facts or circumstances giving rise to any actual or threatened labor trouble, labor organizing effort, strike, work stoppage; (i) suffered made any material adverse change capital expenditure or capital addition or betterment except in the business, operations, properties, assets or financial condition ordinary course of the SPAR Marketing Companies taken as a wholebusiness consistent with past practice; (j) received notice or had knowledge except in the ordinary course of any actual or overtly threatened organized or coordinated labor troublebusiness consistent with past practice, strike or other similar occurrence, event or condition of any similar character that has had or would be reasonably likely to have a SPAR Material Adverse Effect; (ki) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees Shareholders, directors, officers or employees, (ii) made any increase in, or any addition to, other benefits to which any of its Shareholders, directors, officers or employees are entitled may be entitled, (in each case other than increases in salaries iii) granted any severance or termination pay to any of its Shareholders, directors, officers or employees, or (iv) entered into any employment, deferred compensation or other compensation in the ordinary course similar agreement with (or any amendment to any such existing agreement) any of business consistent with past practice and that in the aggregate have not resulted in a SPAR Material Adverse Effect)its Shareholders, directors, officers or employees; (lk) changed any of the accounting principles followed by it or the methods of applying such principles, other than the contemplated change for certain of the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (to be effected shortly before the Effective Time) and other principles except as required by changes in implementing the SPAR Premerger Transactionsapplicable laws or regulations; (ml) except as contemplated by the SPAR Premerger Agreements or this Agreement, entered into any transaction that creates an obligation that will continue to bind the Company after the Effective Time other than as contemplated by this Agreement or in the ordinary course of business consistent with past practice; (nm) except as contemplated by issued equity securities of the SPAR Premerger Agreements or this Agreement, changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments with respect to any of its capital stock or other ownership interestsCompany; or (on) authorized, committed or agreed to take any of the actions referred to abovedescribed in subsections (a) through (m) of this Section 3.12, except as otherwise permitted by this Agreement.

Existing Condition. Except as otherwise set forth in the SPAR Disclosure Letteron Schedule 3.12, since the Interim SPAR Marketing Company Balance Sheet Date, no SPAR Marketing the business of the Company hashas been conducted in the ordinary course consistent with past practice and the Company has not: (a) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its securities or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its securities; (b) incurred any liabilitiesLiabilities, other than liabilities Liabilities incurred in the ordinary course of business consistent with past practice (includingpractice, without limitation, advances under its commitments and lines of credit), the liabilities contemplated under the SPAR Premerger Agreements; (b) or discharged or satisfied any lien or encumbrance Lien other than Permitted Liens or paid any liabilities, other than in the ordinary course of business consistent with past practice (including, without limitation, repayments under its commitments and lines of credit), or failed to pay or discharge when due any liabilitiesLiabilities, other than in the ordinary course of business consistent with past practice, or where the obligation is being contested in good faith, and the failure failed to pay or discharge has not caused and would not be reasonably likely to cause when due any SPAR Material Adverse EffectLiabilities; (c) sold, encumbered, assigned or transferred any assets, properties of its assets or rights or any interest therein, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of any SPAR Marketing Company or any interest thereinproperties, except for sales and dispositions in the ordinary course of business consistent with past practice, and except for the transactions contemplated under the SPAR Premerger Agreements and this Agreement; (d) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected to any Lien, any of its material assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoeverproperties, other than (i) in the ordinary course of business (includingLiens, without limitationif any, future advances for current Taxes not yet due and floating liens under existing, increased payable or replacement credit facilities), or (ii) in connection with the financing of the MCI Acquisitionother Permitted Liens; (e) made or suffered any early cancellation amendment or termination of any Material SPAR Document (material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any debts or claims held by it, other than in the ordinary course of business consistent with a vendor to a SPAR Marketing Company); or amendedpast practice, modified or waived any substantial debts or claims held by it under any Material SPAR Document other than in the ordinary course rights of businessmaterial value; (f) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of shares of its capital stock or its other ownership interests; (g) suffered any damage, destruction or loss that has had loss, whether or will have not covered by insurance, (i) that could be reasonably expected to have a SPAR Material Adverse Effect, Effect on the Company or (ii) a replacement cost individually or in the aggregate of any item carried on its books of account at more than Twenty-Five Thousand dollars ($100,00025,000); (hg) suffered any repeated, recurring or prolonged shortage, cessation or interruption of material supplies or utility or other services required to conduct its business Business and operations; (h) received notice of or had Knowledge of any actual or threatened labor dispute or trouble, labor organizing effort, strike, or work stoppage; (i) suffered made any material adverse change capital expenditure or capital addition or betterment except in the business, operations, properties, assets or financial condition ordinary course of the SPAR Marketing Companies taken as a wholebusiness consistent with past practice; (j) received notice or had knowledge except in the ordinary course of any actual or overtly threatened organized or coordinated labor troublebusiness consistent with past practice, strike or other similar occurrence, event or condition of any similar character that has had or would be reasonably likely to have a SPAR Material Adverse Effect; (ki) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees Shareholders, directors, officers or employees, (ii) made any increase in, or any addition to, other benefits to which any of its Shareholders, directors, officers or employees are entitled may be entitled, (in each case other than increases in salaries iii) granted any severance or termination pay to any of its Shareholders, directors, officers or employees, or (iv) entered into any employment, deferred compensation or other compensation in the ordinary course similar agreement with (or any amendment to any such existing agreement) any of business consistent with past practice and that in the aggregate have not resulted in a SPAR Material Adverse Effect)its Shareholders, directors, officers or employees; (lk) changed any of the accounting principles followed by it or the methods of applying such principles, other than the contemplated change for certain of the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (to be effected shortly before the Effective Time) and other principles except as required by changes in implementing the SPAR Premerger Transactionsapplicable laws or regulations; (ml) except as contemplated by the SPAR Premerger Agreements or this Agreement, entered into any transaction that creates an obligation that will continue to bind the Company after the Effective Time other than as contemplated by this Agreement or in the ordinary course of business consistent with past practice; (m) issued, or entered into an agreement with an obligation to issue, equity securities of the Company; (n) except failed to use all commercially reasonable efforts to (i) carry on its business in substantially the same manner as contemplated by the SPAR Premerger Agreements it has heretofore been carried on; (ii) maintain its properties and facilities, including those held under Leases, in good working order and condition, ordinary wear and tear excepted; (iii) perform all of its obligations under agreements relating to or this Agreementaffecting its assets, changed its authorized capital properties or its securities outstanding or otherwise changed its ownership interestsrights, or granted any optionsoperate, warrantsmanage or maintain its leased premises in the usual and customary manner for similar properties, calls, conversion rights or commitments with respect to any (iv) keep in full force and effect all insurance policies in effect as of its capital stock or other ownership interests; orthe Company Balance Sheet Date; (o) introduced any new method of management or operation; (p) committed a breach of any contract, indenture, mortgage, deed of trust, lease, note or note agreement or any other agreement or instrument, permit, license or other right of the Company; (q) made any Tax election other than in the ordinary course of business and consistent with past practice, changed any Tax election, adopted any Tax accounting method other than in the ordinary course of business and consistent with past practice, changed any Tax accounting method, filed any Tax Return (other than any estimated Tax Returns, payroll Tax Returns, sales Tax Returns or property Tax Returns) or any amendment to a Tax Return, entered into any closing agreement, settled any Tax claim or assessment or consented to any Tax claim or assessment; (r) authorized, committed or agreed to take any of the actions referred described in subsections (a) through (q) of this Section 3.12, except as otherwise permitted by this Agreement; or (s) experienced any event or condition that has had, or could be expected to abovehave, a Material Adverse Effect.

Existing Condition. Except as otherwise set forth disclosed in Section 3.13 of the SPAR Disclosure LetterSchedule, since the Interim SPAR Marketing St. Xxx Balance Sheet Date, no SPAR Marketing Company neither TPGC nor any of the Subsidiaries has: (a) (i) to the knowledge of the Sellers and TPGC, incurred any liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice practice, or (including, without limitation, advances under its commitments and lines of credit), the liabilities contemplated under the SPAR Premerger Agreements; (bii) discharged or satisfied any lien or encumbrance encumbrance, or paid any liabilities, other than in the ordinary course of business consistent with past practice (including, without limitation, repayments under its commitments and lines of credit), or failed to pay or discharge when due any liabilities, other than in the ordinary course of business consistent with past practice, or where the obligation is being contested in good faith, and failed to pay or discharge when due any liabilities of which the failure to pay or discharge has not caused and would not be reasonably likely to or will cause any SPAR Material Adverse Effectmaterial damage or risk of material loss to it or its Assets or properties; (cb) sold, encumbered, assigned or transferred any assets, properties or rights or any interest therein, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of any SPAR Marketing Company or any interest therein, its material Assets except for sales and dispositions in the ordinary course of business consistent with past practice, and except for the transactions contemplated under the SPAR Premerger Agreements and this Agreement; (dc) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected to any Lien (other than Permitted Liens), any of its assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever, other than (i) in the ordinary course of business (including, without limitation, future advances and floating liens under existing, increased or replacement credit facilities), or (ii) in connection with the financing of the MCI AcquisitionAssets; (ed) made or suffered any early cancellation amendment or termination of any Material SPAR Document (other than in the ordinary course of business with material agreement, contract, commitment, lease or plan to which it is a vendor to a SPAR Marketing Company); party or amendedby which it is bound, or canceled, modified or waived any substantial material debts or claims held by it under any Material SPAR Document other than in the ordinary course of business; (f) declaredit, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of shares of its capital stock or its other ownership interests; (g) suffered any damage, destruction or loss that has had or will have (i) a SPAR Material Adverse Effect, or (ii) a replacement cost individually or in the aggregate at more than $100,000; (h) suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct its business and operations; (i) suffered any material adverse change in the business, operations, properties, assets or financial condition of the SPAR Marketing Companies taken as a whole; (j) received notice or had knowledge of any actual or overtly threatened organized or coordinated labor trouble, strike or other similar occurrence, event or condition of any similar character that has had or would be reasonably likely to have a SPAR Material Adverse Effect; (k) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or made any increase in, or any addition to, other benefits to which any of its employees are entitled (in each case other than increases in salaries or other compensation in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a SPAR Material Adverse Effect); (l) changed any of the accounting principles followed by it or the methods of applying such principles, other than the contemplated change for certain of the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (to be effected shortly before the Effective Time) and other changes in implementing the SPAR Premerger Transactions; (m) except as contemplated by the SPAR Premerger Agreements or this Agreement, entered into any transaction other than in the ordinary course of business consistent with past practice; (ne) except changed any of the material accounting principles followed by it or the methods of applying such principles; (f) made or promised any material increase in the salary or other compensation payable or to become payable to any executive officer or other employee of TPGC or any of the Subsidiaries other than in the ordinary course of business or as contemplated by the SPAR Premerger Agreements under any Benefit Plan or this Agreement, changed its authorized capital employment arrangement currently in effect; (g) waived or its securities outstanding released any material right or otherwise changed its ownership interests, claim relating to TPGC or granted any options, warrants, calls, conversion rights or commitments with respect to any of its capital stock the Subsidiaries or other ownership intereststhe Business; or (oh) agreed entered into an agreement to take do any of the actions referred to abovethings described in the preceding clauses (a) through (g).

Existing Condition. Except as otherwise set forth disclosed in the SPAR Disclosure LetterSchedule 3.12, since the Interim SPAR Marketing Company Balance Sheet Date, no SPAR Marketing the business of the Company hashas been conducted in the ordinary course consistent with past practice and, except as contemplated by this Agreement, the Company has not: (a) incurred any liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice (including, without limitation, advances under its commitments and lines of credit), the liabilities contemplated under the SPAR Premerger Agreements; (b) discharged or satisfied any lien or encumbrance or paid any liabilities, other than in the ordinary course of business consistent with past practice (including, without limitation, repayments under its commitments and lines of credit), or failed to pay or discharge when due any liabilities, other than in the ordinary course of business consistent with past practice, or where the obligation is being contested in good faith, and the failure to pay or discharge has not caused and would not be reasonably likely to cause any SPAR Material Adverse Effect; (c) sold, encumbered, assigned or transferred any assets, properties or rights or any interest therein, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of any SPAR Marketing Company or any interest therein, except for sales and dispositions in the ordinary course of business consistent with past practice, and except for the transactions contemplated under the SPAR Premerger Agreements and this Agreement; (d) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever, other than (i) in the ordinary course of business (including, without limitation, future advances and floating liens under existing, increased or replacement credit facilities), or (ii) in connection with the financing of the MCI Acquisition; (e) made or suffered any early cancellation or termination of any Material SPAR Document (other than in the ordinary course of business with a vendor to a SPAR Marketing Company); or amended, modified or waived any substantial debts or claims held by it under any Material SPAR Document other than in the ordinary course of business; (f) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares securities or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of shares of its capital stock or its other ownership interestssecurities; (gb) incurred any Liabilities, other than Liabilities incurred in the ordinary course of business consistent with past practice (unless any such Liability exceeds One Hundred Thousand dollars ($100,000) with respect to a Current Government Contract), or discharged or satisfied any Lien other than Permitted Liens or paid any Liabilities in excess of One Hundred Thousand dollars ($100,000) with respect to any Current Government Contract and Fifty Thousand dollars ($50,000) with respect to any other matter, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any Liabilities, other than Liabilities that are being contested in good faith by the Company; (c) sold, assigned or transferred any of its assets or properties, except in the ordinary course of business consistent with past practice or in the sale or other disposition which does not exceed Fifty Thousand dollars ($50,000) in value; (d) except in the ordinary course of business consistent with past practice, created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected to any Lien, any of its material assets or properties, other than Liens, if any, for current Taxes not yet due and payable or other Permitted Liens; (e) made or suffered any material amendment or termination of any Listed Contract, or cancelled, modified or waived any debts or material claims held by it, other than in the ordinary course of business consistent with past practice, or waived any rights of material value; (f) suffered any damage, destruction or loss that has had loss, whether or will have not covered by insurance, (i) that could be reasonably expected to have a SPAR Material Adverse Effect, Effect on the Company or (ii) a replacement cost individually or in the aggregate of any item carried on its books of account at more than Fifty Thousand dollars ($100,00050,000); (hg) suffered any repeated, recurring or prolonged shortage, cessation or interruption of material supplies or utility or other services required to conduct its business Business and operations; (h) received notice of or had Knowledge of any actual or threatened labor dispute or trouble, labor organizing effort, strike, or work stoppage; (i) suffered made any material adverse change capital expenditure or capital addition or betterment in excess of One Hundred Thousand dollars ($100,000), except in the business, operations, properties, assets or financial condition ordinary course of the SPAR Marketing Companies taken as a wholebusiness consistent with past practice; (j) received notice or had knowledge except in the ordinary course of any actual or overtly threatened organized or coordinated labor troublebusiness consistent with past practice, strike or other similar occurrence, event or condition of any similar character that has had or would be reasonably likely to have a SPAR Material Adverse Effect; (ki) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees Shareholders, directors, officers or employees, (ii) made any increase in, or any addition to, other benefits to which any of its Shareholders, directors, officers or employees are entitled may be entitled, (in each case other than increases in salaries iii) granted any severance or termination pay to any of its Shareholders, directors, officers or employees, or (iv) entered into any employment, deferred compensation or other compensation in the ordinary course similar agreement with (or any amendment to any such existing agreement) any of business consistent with past practice and that in the aggregate have not resulted in a SPAR Material Adverse Effect)its Shareholders, directors, officers or employees; (lk) changed any of the accounting principles followed by it or the methods of applying such principles, other than the contemplated change for certain of the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (to be effected shortly before the Effective Time) and other principles except as required by changes in implementing applicable laws or regulations or applicable accounting pronouncements issued by the SPAR Premerger TransactionsFinancial Accounting Standards Board; (ml) except as contemplated by the SPAR Premerger Agreements or this Agreement, entered into any transaction that creates a material obligation that will continue to bind the Company after the Effective Time other than as contemplated by this Agreement or in the ordinary course of business consistent with past practice; (m) issued, or entered into an agreement with an obligation to issue, equity securities of the Company; (n) except failed to use all commercially reasonable efforts to (i) carry on its business in substantially the same manner as contemplated by the SPAR Premerger Agreements it has heretofore been carried on; (ii) maintain its properties and facilities, including those held under leases, in good working order and condition, ordinary wear and tear excepted; (iii) perform all of its obligations under agreements relating to or this Agreementaffecting its assets, changed its authorized capital properties or its securities outstanding or otherwise changed its ownership interestsrights, or granted any optionsoperate, warrantsmanage or maintain its leased premises in the usual and customary manner for similar properties, calls, conversion rights or commitments with respect to any (iv) keep in full force and effect all insurance policies in effect as of its capital stock or other ownership interests; orthe Company Balance Sheet Date; (o) introduced any new material operation; (p) committed a breach of any Listed Contract, permit, license or other material right of the Company; (q) made any Tax election other than in the ordinary course of business and consistent with past practice, changed any Tax election, adopted any Tax accounting method other than in the ordinary course of business and consistent with past practice, changed any Tax accounting method, filed any Tax Return (other than any estimated Tax Returns, payroll Tax Returns, sales Tax Returns or property Tax Returns) or any amendment to a Tax Return, entered into any closing agreement, settled any Tax claim or assessment or consented to any Tax claim or assessment; (r) authorized, committed or agreed to take any of the actions referred described in subsections (a) through (q) of this Section 3.12, except as otherwise permitted by this Agreement; or (s) experienced any event or condition that has had, or is reasonably expected to abovehave, a Material Adverse Effect.

Existing Condition. Except as otherwise set forth in the SPAR Disclosure Letter, since Since the Interim SPAR Marketing Balance Sheet Date, no SPAR Marketing the Company hashas not: (a) incurred any liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice (includingpractice, without limitation, advances under its commitments and lines of credit), the liabilities contemplated under the SPAR Premerger Agreements; (b) or discharged or satisfied any lien or encumbrance encumbrance, or paid any liabilities, other than in the ordinary course of business consistent with past practice (including, without limitation, repayments under its commitments and lines of credit), or failed to pay or discharge when due any liabilities, other than in the ordinary course of business consistent with past practice, or where the obligation is being contested in good faith, and failed to pay or discharge when due any liabilities of which the failure to pay or discharge has not caused and would not be reasonably likely to or will cause any SPAR Material Adverse Effectmaterial damage or risk of material loss to it or any of its assets or properties; (cb) sold, encumbered, assigned or transferred any assets, properties or rights or any interest therein, except for the sales in the ordinary course of business consistent with past practice, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of any SPAR Marketing the Company or any interest therein, except for sales and dispositions in the ordinary course of business consistent with past practice, and except for the transactions contemplated under the SPAR Premerger Agreements and this Agreement; (dc) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever, other than (i) in the ordinary course of business (including, without limitation, future advances and floating liens under existing, increased or replacement credit facilities), or (ii) in connection with the financing of the MCI Acquisition; (ed) made or suffered any early cancellation amendment or termination of any Material SPAR Document (other than in the ordinary course of business with material agreement, contract, commitment, lease or plan to which it is a vendor to a SPAR Marketing Company); party or amendedby which it is bound, or canceled, modified or waived any substantial debts or claims held by it under or waived any Material SPAR Document other than rights of substantial value, whether or not in the ordinary course of business; (fe) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its shares of its capital stock or its other ownership interests, other than in the ordinary course of business, consistent with past practice; (gf) suffered any damage, destruction or loss that has had loss, whether or will have not covered by insurance, (i) a SPAR Material Adverse Effectmaterially and adversely affecting its business, operations, assets, properties or prospects or (ii) a replacement cost of any item or items carried on its books of account individually or in the aggregate at more than $100,000; (h) 10,000, or suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct its business and operations; (ig) suffered any material adverse change in the its business, operations, assets, properties, assets prospects or condition (financial condition of the SPAR Marketing Companies taken as a wholeor otherwise); (jh) received notice or had knowledge of any actual or overtly threatened organized or coordinated labor trouble, strike or other similar occurrence, event or condition of any similar character that which has had or would be reasonably likely to might have a SPAR Material Adverse Effectan adverse effect on its business, operations, assets, properties or prospects; (ki) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $10,000, except such as may be involved in ordinary repair, maintenance or replacement of its assets; (j) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or made any increase in, or any addition to, other benefits to which any of its employees are entitled (in each case other than increases in salaries or other compensation in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a SPAR Material Adverse Effect)may be entitled; (lk) changed any of the accounting principles followed by it or the methods of applying such principles, other than the contemplated change for certain of the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (to be effected shortly before the Effective Time) and other changes in implementing the SPAR Premerger Transactions; (ml) except as contemplated by the SPAR Premerger Agreements or this Agreement, entered into any transaction other than in the ordinary course of business consistent with past practice; (nm) except as contemplated by the SPAR Premerger Agreements or this Agreement, changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments with respect to any of its capital stock or other ownership interests; or (on) agreed to take any of the actions referred to above.

Existing Condition. Except as otherwise set forth in Since the SPAR Disclosure Letterdate of the Most Recent Balance Sheet, since Transferor with respect to the Interim SPAR Marketing Balance Sheet Date, no SPAR Marketing Company hasBusiness has not: (a) incurred any liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice (includingpractice, without limitation, advances under its commitments and lines of credit), the liabilities contemplated under the SPAR Premerger Agreements; (b) or discharged or satisfied any lien or encumbrance encumbrance, or paid any liabilities, other than in the ordinary course of business consistent with past practice (including, without limitation, repayments under its commitments and lines of credit), or failed to pay or discharge when due any liabilities, other than in the ordinary course of business consistent with past practice, or where the obligation is being contested in good faith, and failed to pay or discharge when due any liabilities of which the failure to pay or discharge has not caused and would not be reasonably likely to or will cause any SPAR Material Adverse Effectmaterial damage or risk of material loss to it or any of its assets or properties; (cb) sold, encumbered, assigned or transferred any assets, assets or properties which would have been included in the Assets if the Closing had been held on the date of the Most Recent Balance Sheet or rights or on any interest therein, or made any agreement or commitment or granted any option or right with, of or to any person to acquire any assets, properties or rights of any SPAR Marketing Company or any interest thereindate since then, except for sales and dispositions the sale of inventory in the ordinary course of business consistent with past practice, and except for the transactions contemplated under the SPAR Premerger Agreements and this Agreement; (dc) created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of its assets Assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of or any nature whatsoever, other than (i) in the ordinary course of business (including, without limitation, future advances and floating liens under existing, increased or replacement credit facilities), or (ii) in connection with the financing of the MCI Acquisition; (ed) made or suffered any early cancellation amendment or termination of any Material SPAR Document (other than in the ordinary course of business with agreement, contract, commitment, lease or plan to which it is a vendor to a SPAR Marketing Company); party or amendedby which it is bound, or canceled, modified or waived any substantial debts or claims held by it under or waived any Material SPAR Document other than rights of substantial value, whether or not in the ordinary course of business; (f) declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of shares of its capital stock or its other ownership interests; (ge) suffered any damage, destruction or loss that has had loss, whether or will have (i) a SPAR Material Adverse Effectnot covered by insurance, materially and adversely affecting its business, operations, assets, properties or (ii) a replacement cost individually prospects or in the aggregate at more than $100,000; (h) suffered any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to conduct its business and operations; (if) suffered any material adverse change in the its business, operations, assets, properties, assets or financial condition of the SPAR Marketing Companies taken as a whole; (j) received notice or had knowledge of any actual or overtly threatened organized or coordinated labor trouble, strike or other similar occurrence, event prospects or condition of any similar character that has had (financial or would be reasonably likely to have a SPAR Material Adverse Effect; (k) increased the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or made any increase in, or any addition to, other benefits to which any of its employees are entitled (in each case other than increases in salaries or other compensation in the ordinary course of business consistent with past practice and that in the aggregate have not resulted in a SPAR Material Adverse Effectotherwise); (lg) made commitments or agreements for capital expenditures or capital additions or betterments except such as may be involved in ordinary repair, maintenance or replacement of its assets; (h) changed any of the accounting principles followed by it or the methods of applying such principles, other than the contemplated change for certain of the SPAR Marketing Companies from "subchapter s" status to "subchapter c" status for federal income tax purposes (to be effected shortly before the Effective Time) and other changes in implementing the SPAR Premerger Transactions;; or (mi) except as contemplated by the SPAR Premerger Agreements or this Agreement, entered into any transaction other than in the ordinary course of business consistent with past practice; (n) except as contemplated by the SPAR Premerger Agreements or this Agreement, changed its authorized capital or its securities outstanding or otherwise changed its ownership interests, or granted any options, warrants, calls, conversion rights or commitments with respect to any of its capital stock or other ownership interests; or (o) agreed to take any of the actions referred to above.