Common use of No Adverse Changes Clause in Contracts

No Adverse Changes. Other than that noted in the Seller Disclosure Schedule, since January 1, 2019, except as expressly contemplated by this Agreement, (i) Seller has conducted the Business only in the ordinary course of business and in a manner consistent with past practice and (ii) there has not been: (a) Any Material Adverse Effect or any change, development or event that, individually or in the aggregate, has resulted in or would reasonably be expected to result in a Material Adverse Effect; (b) Any material damage, destruction or loss, whether or not covered by insurance; (c) Any sale, transfer or other disposition of Assets, except as contemplated by this Agreement; (d) Any sale, transfer or other disposition of any other assets of the Business, except in the ordinary course of business and consistent with past practice or as contemplated by this Agreement; (e) Any actual or threatened change in Seller’s relationships with the Key Employees; (f) Any action taken or any change made, other than reasonable and usual actions in the ordinary course of business and consistent with past practice, with respect to accounting policies, practices, principles, methods or procedures, other than as required by GAAP or by a Governmental Authority; (g) Any writing up, writing down or writing off of the book value of any Assets, individually or in the aggregate, in excess of $5,000, except for depreciation and amortization in accordance with GAAP consistently applied; (h) Any commencement of any Action relating to the Assets, the Assumed Liabilities or the Business; (i) Any waiver, release, assignment, settlement or compromise of any material rights or claims, or any material Action by or against Seller and relating to the Business or any of the Assets; (j) Except in the ordinary course of business and in a manner consistent with past practice, any entrance into, amendment, modification, acceleration or consent to the termination of any Assumed Contract (or any contract that would be required to be disclosed if in existence on the date hereof), or amendment, waiver, modification or consent to the termination of Seller’s rights thereunder; (k) Any action taken for the winding up, liquidation, dissolution or reorganization of Seller or for the appointment of a receiver, administrator or administrative receiver, trustee or similar officer of its assets or revenues; (l) Any grant of a license, exclusive or non-exclusive, or other agreement with respect to the Transferred Intellectual Property, other than grants of rights under the Terms and Conditions; (m) Any disclosure of any trade secrets or other proprietary and confidential information that is included in an Asset to any Person that is not subject to any confidentiality or non- disclosure agreement; (n) Any new, change in or revocation of any material Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended material Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any material Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment, in each case, to the extent related to the Assets or the Business; or (o) Any agreement, whether oral or written, to effect any of the foregoing (excluding this Agreement).

No Adverse Changes. Other than that noted Except as set forth in the Seller Disclosure ScheduleReading SEC ------------------ Reports, since January 1March 31, 20191996, Reading has conducted its business only in the ordinary course, there has not been any material adverse change in the business, financial condition, assets, liabilities, properties or business operations of Reading or Reading Entertainment, and, except as expressly contemplated by the Reorganization or this Agreement, neither Reading nor Reading Entertainment has: (ia) Seller issued or sold any stock, notes, bonds or other securities, or any option to purchase the same, or entered into any agreement with respect thereto, except the issuance of Reading Class A Common Stock upon the exercise of options granted under Reading's Stock Option Plans or the issuance of Reading Class A Common Stock in exchange for Reading Common Stock; (b) declared, set aside or made any dividend or other distribution on capital stock or redeemed, purchased or acquired any shares thereof or entered into any agreement in effect to the foregoing; (c) amended its Articles of Incorporation or By-Laws; (d) other than in the ordinary course of business, purchased, sold, assigned or transferred any material tangible assets (except for an interest in the Angelika Film Center as to which Reading Investment has conducted entered into a binding contract of purchase) or any material license, franchise or other intangible asset; except as disclosed in the Business only SEC Reports, mortgaged, pledged, granted or suffered to exist any lien or other encumbrance or charge on any material assets or properties, tangible or intangible, other than liens for taxes not yet delinquent and such other liens, encumbrances or charges which do not materially adversely affect the business or financial condition of Reading or Reading Entertainment; or waived any rights of material value or cancelled any material debts or claims; (e) entered into any material contract or commitment other than contracts or commitments made in the ordinary course of business and in a manner consistent with past practice and (ii) there has not been: (a) Any Material Adverse Effect or any change, development or event that, individually pursuant to or in connection with this Agreement or the aggregate, has resulted in or would reasonably be expected to result in a Material Adverse Effect; (b) Any material damage, destruction or loss, whether or not covered by insurance; (c) Any sale, transfer or other disposition of Assets, except as contemplated by this Agreement; (d) Any sale, transfer or other disposition of any other assets of the Business, except in the ordinary course of business and consistent with past practice or as contemplated by this Agreement; (e) Any actual or threatened change in Seller’s relationships with the Key EmployeesReorganization; (f) Any action taken made or suffered any change madematerial amendment, other than reasonable and usual actions in the ordinary course modification or termination of business and consistent with past practiceany material contract, with respect commitment or obligation to accounting policies, practices, principles, methods or procedures, other than as required by GAAP or by which Reading is a Governmental Authorityparty; (g) Any writing up, writing down borrowed or writing off of the book value of loaned any Assets, individually or money other than pursuant to agreements disclosed in the aggregate, in excess of $5,000, except for depreciation and amortization in accordance with GAAP consistently appliedReading SEC Reports; (h) Any commencement changed its method of any Action relating to the Assets, the Assumed Liabilities or the Business;accounting; or (i) Any waiveragreed, release, assignment, settlement whether in writing or compromise of any material rights or claims, or any material Action by or against Seller and relating to the Business or any of the Assets; (j) Except in the ordinary course of business and in a manner consistent with past practice, any entrance into, amendment, modification, acceleration or consent to the termination of any Assumed Contract (or any contract that would be required to be disclosed if in existence on the date hereof), or amendment, waiver, modification or consent to the termination of Seller’s rights thereunder; (k) Any action taken for the winding up, liquidation, dissolution or reorganization of Seller or for the appointment of a receiver, administrator or administrative receiver, trustee or similar officer of its assets or revenues; (l) Any grant of a license, exclusive or non-exclusive, or other agreement with respect to the Transferred Intellectual Property, other than grants of rights under the Terms and Conditions; (m) Any disclosure of any trade secrets or other proprietary and confidential information that is included in an Asset to any Person that is not subject to any confidentiality or non- disclosure agreement; (n) Any new, change in or revocation of any material Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended material Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any material Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment, in each caseotherwise, to the extent related to the Assets or the Business; or (o) Any agreement, whether oral or written, to effect take any of the foregoing (excluding action described in this Agreement)Section 3.5.

No Adverse Changes. Other than that noted Since June 30, 2013, except for the surrender/transfer/distribution of automobiles to Shareholders prior to the Closing Date and except as set forth on Schedule 3.10 and except for those transactions and agreements set forth in the Seller Disclosure ScheduleShareholders’ Schedules (the “Permitted Transactions”), since January 1, 2019, except as expressly contemplated by this Agreement, (i) Seller has conducted neither the Business only Company nor any Subsidiary have failed to operate in the ordinary course Ordinary Course of business Business and in a manner consistent with past practice and (ii) there has not beennot: (a) Any Material Adverse Effect Sold, leased, assigned or otherwise transferred any material properties or assets, or disposed of or permitted to lapse any rights in any Permit or Intellectual Property owned or used by it other than in the Ordinary Course of Business, or organized any new business entity or acquired any equity securities, assets, properties, or business of any Person or any change, development equity or event that, individually ownership interest in any business or in the aggregate, has resulted in merged with or would reasonably be expected to result in a Material Adverse Effectinto or consolidated with any other Person; (b) Any Suffered, sustained or incurred any material loss or waived or released any material right or claim, whether or not in the Ordinary Course of Business; (c) Suffered, sustained or incurred any material damage, destruction or losscasualty loss to any material properties or assets, whether or not covered by insurance; (c) Any sale, transfer or other disposition of Assets, except as contemplated by this Agreement; (d) Any sale, transfer or other disposition of Engaged in any other assets of the Business, except transaction not in the ordinary course Ordinary Course of business and consistent with past practice or as contemplated by this AgreementBusiness; (e) Any actual Made any capital expenditure in excess of $25,000 individually or threatened change $100,000 in Seller’s relationships with the Key Employeesaggregate; (f) Any action taken Subjected any of its properties or assets to any change madeEncumbrance, other than reasonable and usual actions whether or not in the ordinary course Ordinary Course of business and consistent with past practice, with respect to accounting policies, practices, principles, methods or procedures, other than as required by GAAP or by a Governmental AuthorityBusiness; (g) Any writing upIssued any note, writing down bond or writing off of the book value of other debt security or created, incurred or assumed any Assetsindebtedness for borrowed money or capitalized lease obligation, individually or otherwise incurred any material Liability, except current Liabilities incurred in the aggregate, in excess Ordinary Course of $5,000, except for depreciation and amortization in accordance with GAAP consistently appliedBusiness; (h) Any commencement Discharged or satisfied any Encumbrance, or paid any material Liability, other than current Liabilities shown on the most recent balance sheet included in the Financial Statements, and current Liabilities incurred in the Ordinary Course of any Action relating to the AssetsBusiness since September 30, the Assumed Liabilities or the Business2012; (i) Any waiverDeclared, releaseset aside or paid a dividend or made any other distribution with respect to any class or series of capital stock of the Company, assignmentor directly or indirectly redeemed, settlement purchased or compromise otherwise acquired any shares of any material rights class or claims, or any material Action by or against Seller and relating to the Business or any series of the AssetsCompany’s capital stock; (j) Except Increased the salary, wage or other compensation or level of benefits payable or to become payable by the Company to any of its employees, officers, or directors, including, without limitation, granting, paying or accruing any bonus other than holiday bonuses in the ordinary course Ordinary Course of business and in a manner consistent with past practiceBusiness, any entrance intoincentive compensation, amendment, modification, acceleration or consent to the termination of any Assumed Contract (or any contract that would be required to be disclosed if in existence on the date hereof)service award, or amendmentother similar benefit, waiver, modification other than any wage increases or consent raises to non-officer or non-director employees in the termination Ordinary Course of Seller’s rights thereunderBusiness; (k) Any action taken for Except as described in Schedule 3.10, loaned money to any Person or guaranteed any loan to or Liability of any Person, outside the winding up, liquidation, dissolution or reorganization Ordinary Course of Seller or for the appointment of a receiver, administrator or administrative receiver, trustee or similar officer of its assets or revenuesBusiness; (l) Any grant Except as described in Schedule 3.10, amended or terminated any Material Contract, except in the Ordinary Course of a license, exclusive or non-exclusive, or other agreement with respect to the Transferred Intellectual Property, other than grants of rights under the Terms and ConditionsBusiness; (m) Any disclosure of Suffered, sustained or incurred any trade secrets or other proprietary and confidential information that is included in an Asset to any Person that is not subject to any confidentiality or non- disclosure agreementMaterial Adverse Change; (n) Any new, change in or revocation Incurred any termination of any material Tax election; settlement customer account or compromise group of accounts or received notice from any claimcustomer, noticesupplier, audit report vendor, Governmental Authority or assessment any other Person that could give rise to or result in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended material Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any material Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of Material Adverse Effect on the statute of limitations period applicable to any material Tax claim or assessment, in each case, to the extent related to the Assets or the Business; orCompany; (o) Any Delayed, postponed, or failed to pay any Liability outside of the Ordinary Course of Business; (p) Entered into any employment contract or collective bargaining agreement, whether oral written or writtenoral, to effect or modified the terms of any existing such contract or agreement or adopted, amended, modified or terminated any benefit plan for the benefit of any of the foregoing Companies’ directors, officers or employees; (excluding this Agreement)q) Made any change or amendment in its articles of incorporation, bylaws, or other governing instruments; (r) Issued or sold any securities; acquired, directly or indirectly, by redemption or otherwise, any securities; reclassified, split up or otherwise changed any such equity security; or granted or entered into any options, warrants, calls or commitments of any kind with respect thereto; (s) Incurred any Liability other than in the Ordinary Course of Business; (t) Disposed of, or permitted to lapse, any Intellectual Property rights or disclosed any trade secret, process or know-how to any Person not an employee; (u) Entered into any contract other than in the Ordinary Course of Business; and/or (v) Entered into any contract to do any of the foregoing.

No Adverse Changes. Other than that noted in the Except as set forth on Seller Disclosure ScheduleSchedule 4.6, since January 1December 31, 2019, except as expressly contemplated by this Agreement, (i) Seller has conducted the Business only in the ordinary course of business and in a manner consistent with past practice and (ii) there has not been2017: (a) Any Material Adverse Effect or any change, development or event that, individually or in the aggregate, There has resulted in or would reasonably be expected to result in not been a Seller Material Adverse Effect; (b) Any The Transferred Assets have been maintained consistent with past practice; (c) There has not been any material damage, destruction or lossloss to any material portion of the Transferred Assets, whether or not covered by insurance; (c) Any sale, transfer or other disposition of Assets, except as contemplated by this Agreement; (d) Any saleThere has been no delay in, transfer or other disposition postponement of, the payment of any other assets of undisputed liabilities related to the Business, except in Transferred Assets or the ordinary course of business and consistent with past practice or as contemplated by this Agreement; (e) Any actual or threatened change in Seller’s relationships with the Key Employees; (f) Any action taken or any change made, other than reasonable and usual actions in the ordinary course of business and consistent with past practice, with respect to accounting policies, practices, principles, methods or procedures, other than as required by GAAP or by a Governmental Authority; (g) Any writing up, writing down or writing off of the book value of any AssetsSubject Interests, individually or in the aggregate, in excess of $5,000250,000; (e) Neither Rice Midstream, except for depreciation and amortization on behalf of any Subject Company, nor any Subject Company has entered into any joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Transferred Assets or the Subject Interests; (f) Neither Rice Midstream, on behalf of any Subject Company, nor any Subject Company has sold, pledged, distributed (or declared a distribution with respect to), declared as a dividend (or declared a dividend with respect to), disposed of or otherwise subjected to any Lien (other than a Permitted Lien) its interest in accordance with GAAP consistently appliedthe Transferred Assets or the Subject Interests; (g) Neither Rice Midstream, on behalf of any Subject Company, nor any Subject Company has incurred any Indebtedness or issued any debt securities or assumed, guaranteed or endorsed, or otherwise become responsible for, the obligations of any Person, in each case, that affect the Transferred Assets or the Subject Interests; (h) Any commencement Neither Rice Midstream, on behalf of any Action Subject Company, nor any Subject Company has (i) amended, waived, or modified in any material respect or consented to the termination of any Material Contract or amended, waived, modified or consented to the termination of any rights of Rice Midstream or any Subject Company, as applicable, thereunder, or (ii) entered into any Contract relating to the Assets, Transferred Assets other than in the Assumed Liabilities or the Businessordinary course of business consistent with past practice; (i) Any waiverNeither Rice Midstream, release, assignment, settlement or compromise on behalf of any material rights Subject Company, nor any Subject Company has entered into any lease of real or claims, personal property or any material Action by renewals thereof involving a term of more than one year or against Seller and relating rental obligation exceeding $250,000 per year in any single case which relates to the Business or any of the Transferred Assets; (j) Except Neither Rice Midstream, on behalf of any Subject Company, nor any Subject Company has other than in the ordinary course of business and in a manner consistent with past practice, any entrance into, amendment, modification, acceleration or consent to permitted the termination lapse of any Assumed Contract (right relating to Intellectual Property Assets or any contract that would be required to be disclosed if other material intangible asset used in existence on the date hereof)respective Businesses of the Subject Companies, or amendment, waiver, modification or consent to the termination of Seller’s rights thereunderas applicable; (k) Any action taken for Neither Rice Midstream, on behalf of any Subject Company, nor any Subject Company has commenced or settled any Action other than cash settlements that do not involve any covenants or other agreements limiting the winding upactivities of any Subject Company, liquidationas applicable, dissolution relating to the Transferred Assets and that do not involve payments individually or reorganization in the aggregate in excess of Seller or for the appointment of a receiver, administrator or administrative receiver, trustee or similar officer of its assets or revenues$25,000; (l) Any grant Neither Rice Midstream, on behalf of a licenseany Subject Company, exclusive or non-exclusive, or other agreement nor any Subject Company has with respect to the Transferred Intellectual PropertyBusinesses of the Subject Companies, other than grants accelerated the collection of rights under or discounted any accounts receivable, delayed the Terms and Conditionspayment of accounts payable or deferred expenses, reduced inventories or otherwise increased cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (m) Any disclosure Neither Rice Midstream, on behalf of any trade secrets Subject Company, nor any Subject Company has taken any action, or other proprietary and confidential information failed to take any action, that is included would result in an Asset a breach of any covenant made by Rice Olympus, Strike Force Midstream, Strike Force East or Strike Force South, as applicable, in a Rice Olympus Contract or Strike Force Contract, as applicable, or that has or would reasonably be expected to any Person that is not subject to any confidentiality or non- disclosure agreement;have a Seller Material Adverse Effect; and (n) Any newNo Contract or agreement has been entered to, change in or revocation of any material Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended material Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating commitment has been made to any material Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment, in each case, to the extent related to the Assets or the Business; or (o) Any agreement, whether oral or written, to effect do any of the foregoing (excluding this Agreement)foregoing.

No Adverse Changes. Other than that noted Since December 31, 2001, the business of Sub has been conducted only in the Seller Disclosure Schedule, since January 1, 2019ordinary course, except as expressly for the transactions contemplated by this Agreement. Since December 31, 2001, and that certain Services Agreement, dated as of June 24, 2002, between Seller and Buyer, there has not been: (i) Seller has conducted any change in the Business only assets, liabilities or business operations of Sub from that reflected in the Financial Statements, except changes in the ordinary course of business, none of which singly and no combination of which, in the aggregate, has been materially adverse to the assets or business and in a manner consistent with past practice and operations of Sub; (ii) there has any damage, destruction or loss or other occurrence or development, whether or not been: (a) Any Material Adverse Effect or any changeinsured against, development or event thatwhich, individually either singly or in the aggregate, has resulted in materially adversely affects, and to the best of each of Seller's and Sub's knowledge, there is not any threatened occurrence or development which would reasonably be expected materially adversely affect, the assets, liabilities or business operations of Sub; (iii) any waiver or compromise by Seller or Sub of any debt owed to result in a Material Adverse Effect; Sub; (biv) Any material damageany mortgage, destruction lien, pledge, charge, security interest or loss, whether encumbrance of any kind whatsoever with respect to any assets or not covered by insurance; (c) Any sale, transfer or other disposition properties of AssetsSub, except as contemplated for liens for Taxes not yet due or payable by this Agreement; Sub; (dv) Any sale, transfer any satisfaction or other disposition discharge of any other assets lien, claim or encumbrance or payment of the Businessany obligation by Sub, except in the ordinary course of business business, none of which singly and consistent with past practice or as contemplated by this Agreement; (e) Any actual or threatened change in Seller’s relationships with the Key Employees; (f) Any action taken or any change madeno combination of which, other than reasonable and usual actions in the ordinary course of business and consistent with past practice, with respect to accounting policies, practices, principles, methods or procedures, other than as required by GAAP or by a Governmental Authority; (g) Any writing up, writing down or writing off of the book value of any Assets, individually or in the aggregate, in excess of $5,000, except for depreciation and amortization in accordance with GAAP consistently applied; (h) Any commencement of any Action relating has been materially adverse to the Assetsassets, the Assumed Liabilities liabilities or the Business; business operations of Sub; (ivi) Any waiverany material change to a material contract or arrangement by which Sub or any of its assets is bound or subject; (vii) any material change in any compensation arrangement or agreement with any employee, releaseofficer, director or stockholder of Sub; (viii) any sale, assignment, settlement or compromise transfer of any material rights Intellectual Property Rights of Sub; (ix) any resignation or claimstermination of any executive officers of Sub; (x) any loans or guarantees made by Seller or Sub to or for the benefit of any of Sub's employees, officers, directors or stockholders, or any material Action members of their immediate families, other than travel advances made in the ordinary course; (xi) any declaration or payment of any dividend or other distribution of Sub's assets in respect of any of Sub's capital stock, or any direct or indirect redemption, purchase or other acquisition of any such stock by or against Seller and relating Sub; (xii) to the Business best of each of Seller's and Sub's knowledge, any other event or condition of any character that would materially and adversely affect the assets, liabilities or business operations of Sub; (xiii) any change of Seller or Sub's accounting methods or principles used in preparing the Financial Statements; or (xiv) entered into any contract or commitment to do any of the Assets; (j) Except in the ordinary course of business and in a manner consistent with past practice, any entrance into, amendment, modification, acceleration or consent to the termination of any Assumed Contract (or any contract that would be required to be disclosed if in existence on the date hereof), or amendment, waiver, modification or consent to the termination of Seller’s rights thereunder; (k) Any action taken for the winding up, liquidation, dissolution or reorganization of Seller or for the appointment of a receiver, administrator or administrative receiver, trustee or similar officer of its assets or revenues; (l) Any grant of a license, exclusive or non-exclusive, or other agreement with respect to the Transferred Intellectual Property, other than grants of rights under the Terms and Conditions; (m) Any disclosure of any trade secrets or other proprietary and confidential information that is included in an Asset to any Person that is not subject to any confidentiality or non- disclosure agreement; (n) Any new, change in or revocation of any material Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended material Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any material Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment, in each case, to the extent related to the Assets or the Business; or (o) Any agreement, whether oral or written, to effect any of the foregoing (excluding this Agreement)foregoing.

No Adverse Changes. Other than that noted in the Seller Disclosure Schedule, since January 1September 30, 20192018, except as expressly contemplated by this Agreement, (i) Seller has conducted the Business only in the ordinary course of business and in a manner consistent with past practice and (ii) there has not been: (a) Any Material Adverse Effect or any change, development or event that, individually or in the aggregate, has resulted in or would reasonably be expected to result in a Material Adverse Effect; (b) Any material damage, destruction or loss, whether or not covered by insurance; (c) Any sale, transfer or other disposition of Assets, except as contemplated by this Agreement; (d) Any sale, transfer or other disposition of any other assets of the Business, except in the ordinary course of business and consistent with past practice or as contemplated by this Agreement; (e) Any actual or threatened change in Seller’s relationships with the Key Employees; (f) Any action taken or any change made, other than reasonable and usual actions in the ordinary course of business and consistent with past practice, with respect to accounting policies, practices, principles, methods or procedures, other than as required by GAAP or by a Governmental Authority; (g) Any writing up, writing down or writing off of the book value of any Assets, individually or in the aggregate, in excess of $5,000, except for depreciation and amortization in accordance with GAAP consistently applied; (h) Any commencement of any Action relating to the Assets, the Assumed Liabilities or the Business; (i) Any waiver, release, assignment, settlement or compromise of any material rights or claims, or any material Action by or against Seller and relating to the Business or any of the Assets; (j) Except in the ordinary course of business and in a manner consistent with past practice, any entrance into, amendment, modification, acceleration or consent to the termination of any Assumed Contract (or any contract that would be required to be disclosed if in existence on the date hereof), or amendment, waiver, modification or consent to the termination of Seller’s rights thereunder; (k) Any action taken for the winding up, liquidation, dissolution or reorganization of Seller or for the appointment of a receiver, administrator or administrative receiver, trustee or similar officer of its assets or revenues; (l) Any grant of a license, exclusive or non-exclusive, or other agreement with respect to the Transferred Intellectual Property, other than grants of rights under the Terms and Conditions; (m) Any disclosure of any trade secrets or other proprietary and confidential information that is included in an Asset to any Person that is not subject to any confidentiality or non- disclosure agreement; (n) Any new, change in or revocation of any material Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended material Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any material Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment, in each case, to the extent related to the Assets or the Business; or (o) Any agreement, whether oral or written, to effect any of the foregoing (excluding this Agreement).

No Adverse Changes. Other than that noted in the Except as set forth on Seller Disclosure ScheduleSchedule 4.6, since January 1June 30, 2019, except as expressly contemplated by this Agreement, (i) Seller has conducted the Business only in the ordinary course of business and in a manner consistent with past practice and (ii) there has not been2016: (a) Any Material Adverse Effect or any change, development or event that, individually or in the aggregate, There has resulted in or would reasonably be expected to result in not been a Seller Material Adverse Effect; (b) Any The Transferred Assets have been maintained consistent with past practice; (c) There has not been any material damage, destruction or lossloss to any material portion of the Transferred Assets, whether or not covered by insurance; (c) Any sale, transfer or other disposition of Assets, except as contemplated by this Agreement; (d) Any saleThere has been no delay in, transfer or other disposition postponement of, the payment of any other assets of undisputed liabilities related to the Business, except in Transferred Assets or the ordinary course of business and consistent with past practice or as contemplated by this Agreement; (e) Any actual or threatened change in Seller’s relationships with the Key Employees; (f) Any action taken or any change made, other than reasonable and usual actions in the ordinary course of business and consistent with past practice, with respect to accounting policies, practices, principles, methods or procedures, other than as required by GAAP or by a Governmental Authority; (g) Any writing up, writing down or writing off of the book value of any AssetsSubject Interests, individually or in the aggregate, in excess of $5,000, except for depreciation and amortization in accordance with GAAP consistently applied100,000; (he) Any commencement Neither EQT Gathering nor EQT Gathering Holdings, for itself or on behalf of AVC and Xxxxx, and neither AVC nor Xxxxx, as applicable, has entered into any Action relating to joint venture, strategic alliance, exclusive dealing, noncompetition or similar contract or arrangement that affects the Transferred Assets, the Assumed Liabilities Subject Interests or the Business; (if) Any waiverOther than the Pre-Closing Distribution, releaseneither EQT Gathering nor EQT Gathering Holdings, assignmentfor itself or on behalf of AVC and Xxxxx, settlement and neither AVC nor Xxxxx, as applicable, has sold, pledged, distributed (or compromise declared a distribution with respect to), declared as a dividend (or declared a dividend with respect to), disposed of or otherwise subjected to any Lien (other than a Permitted Lien) its interest in the Transferred Assets or the Subject Interests; (g) Neither EQT Gathering nor EQT Gathering Holdings, for itself or on behalf of AVC and Xxxxx, and neither AVC nor Xxxxx, as applicable, has incurred any Indebtedness or issued any debt securities or assumed, guaranteed or endorsed, or otherwise become responsible for, the obligations of any material rights Person, in each case, that would be Asset Liabilities or claimsthat affect the Transferred Assets or the Subject Interests; (h) Neither EQT Gathering nor EQT Gathering Holdings, for itself or on behalf of AVC and Xxxxx, and neither AVC nor Xxxxx, as applicable, has (1) amended, waived, or modified in any material Action by respect or against Seller and consented to the termination of any Material Contract or amended, waived, modified or consented to the termination of any rights of EQT Gathering, AVC or Xxxxx thereunder, or (2) entered into any Contract relating to the Business Transferred Assets other than in the ordinary course of business consistent with past practice; (i) Neither EQT Gathering nor EQT Gathering Holdings, for itself or on behalf of AVC and Xxxxx, and neither AVC nor Xxxxx, as applicable, has entered into any lease of real or personal property or any renewals thereof involving a term of more than one year or rental obligation exceeding $100,000 per year in any single case which relates to the Transferred Assets; (j) Except Neither EQT Gathering nor EQT Gathering Holdings, for itself or on behalf of AVC and Xxxxx, and neither AVC nor Xxxxx, as applicable, has, other than in the ordinary course of business and in a manner consistent with past practice, any entrance into, amendment, modification, acceleration or consent to permitted the termination lapse of any Assumed Contract (right relating to Intellectual Property Assets or any contract that would be required to be disclosed if other material intangible asset used in existence on the date hereof), or amendment, waiver, modification or consent to the termination of Seller’s rights thereunderBusiness; (k) Any action taken Neither EQT Gathering nor EQT Gathering Holdings, for itself or on behalf of AVC and Xxxxx, and neither AVC nor Xxxxx, as applicable, has commenced or settled any Action other than cash settlements that do not involve any covenants or other agreements limiting the winding upactivities of EQT Gathering, liquidation, dissolution AVC or reorganization Xxxxx relating to the Transferred Assets and that do not involve payments individually or in the aggregate in excess of Seller or for the appointment of a receiver, administrator or administrative receiver, trustee or similar officer of its assets or revenues$25,000; (l) Any grant Neither EQT Gathering nor EQT Gathering Holdings, for itself or on behalf of a licenseAVC and Xxxxx, exclusive or non-exclusiveand neither AVC nor Xxxxx, or other agreement as applicable, has, with respect to the Transferred Intellectual PropertyAssets, other than grants accelerated the collection of rights under or discounted any accounts receivable, delayed the Terms and Conditionspayment of accounts payable or deferred expenses, reduced inventories or otherwise increased cash on hand, except, in each case, in the ordinary course of business consistent with past practice; (m) Any disclosure Neither EQT Gathering nor EQT Gathering Holdings, for itself or on behalf of AVC and Xxxxx, and neither AVC nor Xxxxx, as applicable, has taken any action, or failed to take any action, that would result in a breach of any trade secrets covenant made by EQT Gathering, AVC or other proprietary and confidential information Xxxxx in a Transferred Contract, an AVC Pipeline Contract or a Xxxxx Storage Contract, as applicable, or that is included in an Asset has or would reasonably be expected to any Person that is not subject to any confidentiality or non- disclosure agreement;have a Seller Material Adverse Effect; and (n) Any newNo Contract or agreement has been entered to, change in or revocation of any material Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended material Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating commitment has been made to any material Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment, in each case, to the extent related to the Assets or the Business; or (o) Any agreement, whether oral or written, to effect do any of the foregoing (excluding this Agreement)foregoing.

No Adverse Changes. Other than that noted Since December 24, 1997 and through the date ------------------ hereof, there has not occurred or arisen (whether or not in the Seller Disclosure Scheduleordinary course of business) any Material Adverse Effect with respect to NOW, since January 1and NOW has not (i) declared any dividend or made any payment or other distribution in respect of any shares of its capital stock, 2019(ii) acquired or disposed of any shares of its capital stock or granted any options, warrants or other rights to acquire or convert any obligation into any shares of its capital stock, (iii) entered into any material transaction with any officer, director, employee or any known relative thereof or any entity in which such person has an interest, except as expressly contemplated by (A) the payment of rent, salaries, wages and expense reimbursement in the ordinary course of business, and (B) termination agreements pursuant to this Agreement, (iiv) Seller has conducted the Business only incurred any material obligation or liability (contingent or otherwise), except for (A) this Agreement and NOW's agreement with BT Alex. Xxxxx Incorporated, (B) normal trade and other obligations incurred in the ordinary course of business and in a manner consistent with past practice and (iiC) there obligations under contracts, agreements and leases incurred in the ordinary course of business consistent with past practice, the performance of which has not been: (a) Any Material Adverse Effect or any change, development or event thatand will not, individually or in the aggregate, has resulted in or would reasonably be expected to result in have a Material Adverse Effect; Effect on NOW, (bv) Any discharged or satisfied any material damage, destruction or loss, whether or not covered by insurance; (c) Any sale, transfer lien or other disposition of Assets, except as contemplated by this Agreement; encumbrance or paid any material obligation or liability (d) Any sale, transfer fixed or other disposition of any other assets of the Businesscontingent), except in the ordinary course of business and consistent with past practice or as contemplated by this Agreement; , (evi) Any actual mortgaged, pledged or threatened change in Seller’s relationships with the Key Employees; subjected to any lien or other encumbrance any of its material assets (fwhether tangible or intangible), (vii) Any action taken sold, assigned, transferred, conveyed, leased or otherwise disposed of or agreed to sell, lease or otherwise dispose of any change made, of its material assets except for sales of inventory or other than reasonable and usual actions assets for fair consideration in the ordinary course of business and consistent with past practiceor as contemplated by this Agreement, with respect to accounting policies(viii) canceled or compromised any material debt or claim, practices, principles, methods or procedures, other than as required by GAAP or by a Governmental Authority; (g) Any writing up, writing down or writing off of the book value of any Assets, individually or except in the aggregateordinary course of business, in excess of $5,000(ix) waived or released any material rights, except for depreciation and amortization in accordance with GAAP consistently applied; (h) Any commencement of any Action relating to the Assets, the Assumed Liabilities waivers or the Business; (i) Any waiver, release, assignment, settlement or compromise of any material rights or claims, or any material Action by or against Seller and relating to the Business or any of the Assets; (j) Except releases made in the ordinary course of business and in a manner consistent with past practice, (x) made any entrance intosingle capital expenditure in excess of $50,000, amendmentor entered into any commitment therefor, modificationor (xi) suffered any material casualty loss or damage, acceleration whether or consent to the termination of any Assumed Contract (not covered by insurance, or any contract that would be required to be disclosed if in existence on the date hereof)adverse ruling, judgment or amendment, waiver, modification or consent to the termination of Seller’s rights thereunder; (k) Any action taken for the winding up, liquidation, dissolution or reorganization of Seller or for the appointment of a receiver, administrator or administrative receiver, trustee or similar officer of its assets or revenues; (l) Any grant of a license, exclusive or non-exclusive, or other agreement with respect to the Transferred Intellectual Property, other than grants of rights under the Terms and Conditions; (m) Any disclosure of any trade secrets or other proprietary and confidential information that is included in an Asset to any Person that is not subject to any confidentiality or non- disclosure agreement; (n) Any new, change in or revocation of any material Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended material Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any material Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment, in each case, to the extent related to the Assets or the Business; or (o) Any agreementaward, whether oral or writtennot amounts were reserved on NOW's books, to effect any of the foregoing (excluding this Agreement).which would have a Material Adverse Effect on NOW

No Adverse Changes. Other than that noted in the Seller Disclosure Schedule, since January 1June 30, 20192018, except as expressly contemplated by this Agreement, (i) Seller has conducted the Business only in the ordinary course of business and in a manner consistent with past practice and (ii) there has not been: (a) Any Material Adverse Effect or any change, development or event that, individually or in the aggregate, has resulted in or would reasonably be expected to result in a Material Adverse Effect; (b) Any material damage, destruction or loss, whether or not covered by insurance; (c) Any sale, transfer or other disposition of Assets, except as contemplated by this Agreement; (d) Any sale, transfer or other disposition of any other assets of the Business, except in the ordinary course of business and consistent with past practice or as contemplated by this Agreement; (e) Any actual or threatened change in Seller’s relationships with the Key Employees; (f) Any action taken or any change made, other than reasonable and usual actions in the ordinary course of business and consistent with past practice, with respect to accounting policies, practices, principles, methods or procedures, other than as required by GAAP or by a Governmental Authority; (g) Any writing up, writing down or writing off of the book value of any Assets, individually or in the aggregate, in excess of $5,000, except for depreciation and amortization in accordance with GAAP consistently applied; (h) Any commencement of any Action relating to the Assets, the Assumed Liabilities or the Business; (i) Any waiver, release, assignment, settlement or compromise of any material rights or claims, or any material Action by or against Seller and relating to the Business or any of the Assets; (j) Except in the ordinary course of business and in a manner consistent with past practice, any entrance into, amendment, modification, acceleration or consent to the termination of any Assumed Contract (or any contract that would be required to be disclosed if in existence on the date hereof), or amendment, waiver, modification or consent to the termination of Seller’s rights thereunder; (k) Any action taken for the winding up, liquidation, dissolution or reorganization of Seller or for the appointment of a receiver, administrator or administrative receiver, trustee or similar officer of its assets or revenues; (l) Any grant of a license, exclusive or non-exclusive, or other agreement with respect to the Transferred Intellectual Property, other than grants of rights under the Terms and Conditions; (m) Any disclosure of any trade secrets or other proprietary and confidential information that is included in an Asset to any Person that is not subject to any confidentiality or non- disclosure agreement; (n) Any new, change in or revocation of any material Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended material Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any material Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment, in each case, to the extent related to the Assets or the Business; or (o) Any agreement, whether oral or written, to effect any of the foregoing (excluding this Agreement).

No Adverse Changes. Other than that noted Except as set forth in the Seller Company Reports or in the Disclosure Schedule, since January 1September 30, 20191998, except as expressly contemplated by this Agreement, (i) Seller has conducted the Business only in the ordinary course of business and in a manner consistent with past practice and (ii) there has not been: (a) Any Material Adverse Effect been any material adverse change in the business, assets, prospects, operations, or condition, financial or otherwise, of the Corporation or any change, development or event that, individually or in the aggregate, has resulted in or would reasonably be expected to result in of its Subsidiaries (a Material Adverse Effect; (b"MATERIAL ADVERSE CHANGE") Any material damage, destruction or loss, whether or not covered by insurance; (c) Any sale, transfer or other disposition of Assetsand, except as contemplated by this AgreementAgreement or the Related Agreements or as set forth in the Disclosure Schedule, since September 30, 1998 the Corporation and its Subsidiaries have not: (a) issued, sold or delivered, or agreed to issue, sell or deliver, any of its stock, bonds, evidences of indebtedness or other securities (whether authorized or unissued or held in its treasury); (b) discharged or satisfied any material lien or encumbrance or paid any material Indebtedness, other than in the ordinary course of business; (c) declared or made or set aside, or agreed to declare or make or set aside, any payment or distribution to shareholders or purchased or redeemed any shares of its capital stock; (d) Any sale, transfer granted any increase in the wages or other disposition salaries of any other assets of the Business, Management Group; (e) paid or accrued any bonus or made any similar payment or accrual to or with respect to any of the Management Group; (f) except in the ordinary course of business, sold, assigned, transferred or granted any right under any concession, lease, license, agreement, patent, trademark, service xxxx, trade name, copyright, software or other similar assets, except for fair consideration or prudent business and consistent with past practice or as contemplated by this Agreementreasons; (eg) Any actual sold, assigned, or threatened change transferred any other material asset or property of any nature whatsoever (other than in Seller’s relationships with the Key Employeesordinary course), whether real, personal or mixed, tangible or intangible; (fh) Any action taken directly or indirectly paid or made a commitment to pay any severance or termination pay to any of the Management Group; (i) made any material change made, in its method of accounting; (j) made any Investment or commitment therefor in any Person; or (k) other than reasonable and usual actions this Agreement, entered into any other material transaction except in the ordinary course of business and consistent with past practice, with respect to accounting policies, practices, principles, methods or procedures, other than as required by GAAP or by a Governmental Authority; (g) Any writing up, writing down or writing off of the book value of any Assets, individually or in the aggregate, in excess of $5,000, except for depreciation and amortization in accordance with GAAP consistently applied; (h) Any commencement of any Action relating to the Assets, the Assumed Liabilities or the Business; (i) Any waiver, release, assignment, settlement or compromise of any material rights or claims, or any material Action by or against Seller and relating to the Business or any of the Assets; (j) Except in the ordinary course of business and in a manner consistent with past practice, any entrance into, amendment, modification, acceleration or consent to the termination of any Assumed Contract (or any contract that would be required to be disclosed if in existence on the date hereof), or amendment, waiver, modification or consent to the termination of Seller’s rights thereunder; (k) Any action taken for the winding up, liquidation, dissolution or reorganization of Seller or for the appointment of a receiver, administrator or administrative receiver, trustee or similar officer of its assets or revenues; (l) Any grant of a license, exclusive or non-exclusive, or other agreement with respect to the Transferred Intellectual Property, other than grants of rights under the Terms and Conditions; (m) Any disclosure of any trade secrets or other proprietary and confidential information that is included in an Asset to any Person that is not subject to any confidentiality or non- disclosure agreement; (n) Any new, change in or revocation of any material Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended material Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any material Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment, in each case, to the extent related to the Assets or the Business; or (o) Any agreement, whether oral or written, to effect any of the foregoing (excluding this Agreement)business.