Common use of No Changes Since the Balance Sheet Date Clause in Contracts

No Changes Since the Balance Sheet Date. Since the Balance Sheet Date, except as specifically stated on Schedule 3.23, the Company has not (a) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except in the ordinary course of business; (b) permitted any of its assets to be subjected to any Lien; (c) sold, transferred or otherwise disposed of any of its assets except in the ordinary course of business; (d) made any capital expenditure or commitment therefor which individually or in the aggregate exceeded $25,000; (e) declared or paid any dividends or made any distributions on any shares of its capital stock, or redeemed, purchased or otherwise acquired any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares; (f) made any bonus or profit sharing distribution; (g) increased or prepaid its indebtedness for borrowed money, except current borrowings under credit lines listed on Schedule 3.8, or made any loan to any Person other than to any employee for normal travel and expense advances; (h) written down the value of any work-in-process, or written off as uncollectible any notes or accounts receivable, except write-downs and write-offs in the ordinary course of business, none of which, individually or in the aggregate, is material to the Company; (i) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any employee who, whether as a result of such increase or prior thereto, receives aggregate compensation from the Company at an annual rate of $50,000 or more, or except in the ordinary course of business to any other employees; (j) entered into an employment or exclusive consultant agreement which is not cancelable without significant penalty or other financial obligation within 30 days; (k) canceled or waived any claims or rights of material value; (1) made any change in any method of accounting procedures; (m) otherwise conducted its business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of its business; (n) amended or terminated any agreement which is material to its business; (o) renewed, extended or modified any Real Property Lease or except in the ordinary course of business, any lease of personal property; (p) adopted, amended or terminated any Plan; or (q) agreed, whether or not in writing, to do any of the actions set forth in any of the above clauses.

No Changes Since the Balance Sheet Date. Since the Balance Sheet Date, Date (a) except as specifically stated on Schedule 3.23SCHEDULE 2.19 or contemplated by this Agreement, the Company LHF has not (ai) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except in the ordinary course of business; , (bii) permitted any of its assets the material Remaining Assets to be subjected to any Lien; mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind, (ciii) sold, transferred or otherwise disposed of any of its assets the Remaining Assets except in the ordinary course of business; , (div) made any commitment for any capital expenditure or commitment therefor which individually or expenditure, except in the aggregate exceeded $25,000; ordinary course of business, (e) declared or paid any dividends or made any distributions on any shares of its capital stock, or redeemed, purchased or otherwise acquired any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares; (f) made any bonus or profit sharing distribution; (g) increased or prepaid its indebtedness for borrowed money, except current borrowings under credit lines listed on Schedule 3.8, or made any loan to any Person other than to any employee for normal travel and expense advances; (hv) written down the value of any work-in-process, or written off as uncollectible any notes or accounts receivable, work in process except write-downs and write-offs in the ordinary course of business, none of which, individually or in the aggregate, is material to LHF, (vi) except as set forth in the Company; Employment Agreements (i) as defined in Section 6.4), granted any increase in the rate of wages, salaries, bonuses or other remuneration of any employee who, whether as a result of who after giving effect to such increase or prior thereto, thereto receives aggregate compensation from the Company at an annual rate of Fifty Thousand Dollars ($50,000 50,000) or more, or except in the ordinary course of business to any other employees; (j) entered into an employment or exclusive consultant agreement which is not cancelable without significant penalty or other financial obligation within 30 days; (k) canceled or waived any claims or rights of material value; (1vii) made any change in any method of accounting procedures; or auditing practice, (mviii) otherwise conducted its business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of its business; , (nix) amended or terminated any agreement which is material to its business; the business of LHF, (ox) renewed, extended or modified any Real Property Lease lease of real property, or except in the ordinary course of business, any lease of personal property; (p) adopted, amended or terminated any Plan; or (qxi) agreed, whether or not in writing, to do any of the actions set forth foregoing, and (b) there has been no material adverse change in any the assets, liabilities, business, condition (financial or otherwise), or the results of the above clausesoperations of LHF.

No Changes Since the Balance Sheet Date. Since the Balance Sheet Date, except as specifically stated on Schedule 3.23, the Company has not (a) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except in the ordinary course of business; (b) permitted any asset of its assets the Company to be subjected to any Lien; (c) sold, transferred or otherwise disposed of any asset of its assets the Company except in the ordinary course of business; (d) made any capital expenditure or commitment therefor which individually or in the aggregate exceeded $25,000; (e) declared or paid any dividends or made any distributions on any shares of its capital stock, or redeemed, purchased or otherwise acquired any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares; (f) made any bonus or profit sharing distribution; (g) increased or prepaid its indebtedness for borrowed money, except current borrowings under credit lines listed on Schedule 3.8, or made any loan to any Person other than to any employee the Stockholder for normal travel and expense advances; (h) written down the value of any work-in-process, or written off as uncollectible any notes or accounts receivable, except write-downs and write-offs in the ordinary course of business, none of which, individually or in the aggregate, is material to the Company; (i) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any employee who, whether as a result of such increase or prior thereto, receives aggregate compensation from the Company at an annual rate of $50,000 or more, or except in the ordinary course of business to any other employeesStockholder; (j) entered into an employment or exclusive consultant agreement which is not cancelable without significant penalty or other financial obligation within 30 days; (k) canceled or waived any claims or rights of material value; (1l) made any change in any method of accounting procedures; (m) otherwise conducted its business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of its business; (n) amended or terminated any agreement which is material to its business; (o) renewed, extended or modified any Real Property Lease or except in the ordinary course of business, any lease of personal propertyproperty lease; (p) adopted, amended or terminated any Plan; or (q) agreed, whether or not in writing, to do any of the actions set forth in any of the above clauses.

No Changes Since the Balance Sheet Date. Since From the Balance Sheet Date through the Closing Date, except as specifically stated on Schedule 3.23, neither IMS Holdco nor the Company has not (ai) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except in the ordinary course of business; , (bii) permitted any of its assets to be subjected to any Lien; , (ciii) sold, transferred or otherwise disposed of any of its assets except in the ordinary course of business; , (div) made any capital expenditure or commitment therefor which individually or in the aggregate exceeded $25,000; (ev) declared or paid any dividends or made any distributions or dividend payments on any shares of its capital stockstock or equity participation rights, or redeemed, purchased or otherwise acquired any shares units of its capital stock Membership Interest, or any option, warrant or other right to purchase or acquire any such shares; units of Membership Interest or equity participation rights of IMS Holdco or the Company, (fvi) made any bonus or profit sharing distribution; , (gvii) increased or prepaid its indebtedness for borrowed money, except current borrowings under credit lines listed on Schedule 3.8, or made any loan to any Person other than to any employee for normal travel and expense advances; , (hviii) written wrote down the value of any work-in-process, or written wrote off as uncollectible any notes or accounts receivable, except write-downs and write-offs in the ordinary course of business, none of which, which individually or in the aggregate, is were material to IMS Holdco or the Company; , (iix) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any employee who, whether as a result of such increase or prior thereto, receives received aggregate compensation from IMS Holdco or the Company at an annual rate of $50,000 100,000 or more, or except in the ordinary course of business to any other employees; , (jx) entered into an any employment or exclusive consultant consulting agreement which is not cancelable by IMS Holdco or the Company (and will not be cancelable by the Company) without significant penalty or other financial obligation within 30 days; , (kxi) canceled or waived any claims or rights of material value; , (1xii) made any change in any method of accounting procedures; , (mxiii) otherwise conducted its IMS Holdco's business or the Business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of its business; , (nxiv) amended or terminated any agreement which is material to its business; their businesses, (oxv) renewed, extended or modified any Real Property Lease lease of real property or any lease of personal property, except in the ordinary course of business, any lease of personal property; (p) adopted, amended or terminated any Plan; or (qxvi) agreed, whether or not in writing, to do any of the actions set forth in any of the above clauses.

No Changes Since the Balance Sheet Date. Since From the Balance Sheet DateDate through the date hereof, except as specifically stated on Schedule 3.23, none of WWG, TEAM, O-A, Pulse, the Company has not or any Subsidiary (ai) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except in the ordinary course of business; , (bii) permitted any of its assets to be subjected to any Lien; , (ciii) sold, transferred or otherwise disposed of any of its assets except in the ordinary course of business; , (div) made any capital expenditure or commitment therefor which individually or in the aggregate exceeded $25,000; (ev) declared or paid any dividends or made any distributions or dividend payments on any shares of its capital stocktheir respective equity, or redeemed, purchased or otherwise acquired (or committed to do so) any shares of its capital stock their respective equity, or any option, warrant or other right to purchase or acquire any such shares; of their respective equity, (fvi) made any bonus or profit sharing distribution; , (gvii) increased or prepaid its indebtedness for borrowed money, except current borrowings under credit lines listed on Schedule 3.8, or made any loan to any Person other than to any employee for normal travel and expense advances; , (hviii) written wrote down the value of any work-in-process, or written wrote off as uncollectible any notes or accounts receivable, except write-downs and write-offs in the ordinary course of business, none of which, which individually or in the aggregate, is were material to WWG, TEAM, O-A, Pulse, the Company; Company or any Subsidiary, (iix) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any employee who, whether as a result of such increase or prior thereto, receives received aggregate compensation from WWG, TEAM, O-A, Pulse, the Company or any Subsidiary at an annual rate of $50,000 or more, or except in the ordinary course of business to any other employees; , (jx) entered into an any employment or exclusive consultant consulting agreement which is not cancelable by WWG, TEAM, O-A, Pulse, the Company or any Subsidiary (and will not be cancelable by the Company or any Subsidiary) without significant penalty or other financial obligation within 30 days; , (kxi) canceled or waived any claims or rights of material value; , (1xii) made any change in any method of accounting procedures; , (mxiii) otherwise conducted its the business of WWG, TEAM, O-A, Pulse, the Company or any Subsidiary or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of its business; , (nxiv) amended or terminated any agreement which is material to its business; their businesses, (oxv) renewed, extended or modified any Real Property Lease lease of real property or any lease of personal property, except in the ordinary course of business, any lease of personal property; (p) adopted, amended or terminated any Plan; or (qxvi) agreed, whether or not in writing, to do any of the actions set forth in any of the above clauses.

No Changes Since the Balance Sheet Date. Since the Balance Sheet DateDate through the date hereof, except as specifically stated on Schedule 3.23, the Company has not (ai) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except in the ordinary course of business; , (bii) permitted any of its assets to be subjected to any Lien; , (ciii) sold, transferred or otherwise disposed of any of its assets except in the ordinary course of business; , (div) made any capital expenditure or commitment therefor which individually or in the aggregate exceeded $25,000; (ev) declared or paid any dividends or made any distributions or dividend payments on any shares of its capital stockmembership interests or equity participation rights, or redeemed, purchased or otherwise acquired (or committed to do so) any shares of its capital stock membership interests, or any option, warrant or other right to purchase or acquire any such shares; membership interests or equity participation rights of the Company, (fvi) made any bonus or profit sharing distribution; , (gvii) increased or prepaid its indebtedness for borrowed money, except current borrowings under credit lines listed on Schedule 3.8, or made any loan to any Person other than to any employee for normal travel and expense advances; , (hviii) written down the value of any work-in-process, or written off as uncollectible any notes or accounts receivable, except write-downs and write-offs in the ordinary course of business, none of which, which individually or in the aggregate, is were material to the Company; , (iix) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any employee who, whether as a result of such increase or prior thereto, receives received aggregate compensation from the Company at an annual rate of $50,000 or more, or except in the ordinary course of business to any other employees; , (jx) entered into an any employment or exclusive consultant consulting agreement which is not cancelable by the Company (and will not be cancelable by the Company) without significant penalty or other financial obligation within 30 days; , (kxi) canceled or waived any claims or rights of material value; , (1xii) made any change in any method of accounting procedures; , (mxiii) otherwise conducted its business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of its business; , (nxiv) amended or terminated any agreement which is material to its business; listed on Schedule 3.8, (oxv) renewed, extended or modified any Real Property Lease or Lease, except in the ordinary course of business, any lease of personal property; (pxvi) adopted, amended or terminated any Plan; Plan or (qxvii) agreed, whether or not in writing, to do any of the actions set forth in any of the above clauses.

No Changes Since the Balance Sheet Date. Since the Balance Sheet Date, Date except as specifically stated on Schedule 3.233.24, the Company has not (a) incurred any material liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except in the ordinary course of business; (b) permitted any of its assets asset to be subjected to any Lien; (c) sold, transferred or otherwise disposed of any of its assets except in the ordinary course of business; (d) made any capital expenditure or commitment therefor which individually or in the aggregate exceeded $25,000; (e) declared or paid any dividends or made any distributions on any shares of its capital stock, or redeemed, purchased or otherwise acquired any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares; (f) made any bonus or profit sharing distribution; (g) increased or prepaid its indebtedness for borrowed money, except current borrowings under credit lines listed on Schedule 3.8, or made any loan to any Person other than to any employee for normal travel and expense advances; (h) written down the value of any work-in-process, or written off as uncollectible any notes or accounts receivable, except write-downs and write-offs in the ordinary course of business, none of which, which individually or in the aggregate, is material to the CompanyCompany taken as a whole; (i) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any employee who, whether as a result of such increase or prior thereto, receives aggregate compensation from the Company at an annual rate of $50,000 or more, or except in the ordinary course of business to any other employeesemployee; (j) entered into an employment or exclusive consultant agreement which is not cancelable without significant penalty or other financial obligation within 30 days; (k) canceled or waived any claims or rights of material value; (1l) made any change in any method of accounting procedures; (m) otherwise conducted its business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of its business; (n) amended or terminated any agreement which that is material to its business; (o) renewed, extended or modified any Real Property Lease or except in the ordinary course of business, any lease of personal property; (p) adopted, amended or terminated any Plan; or (q) agreed, whether or not in writing, to do any of the actions set forth in any of the above clauses.

No Changes Since the Balance Sheet Date. Since the Balance Sheet Date, except as specifically stated on Schedule 3.23Section 3.21 of the Seller Disclosure Letter, the Company Commercial Services Business has not (a) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except in the ordinary course of business; (b) permitted any of its assets or properties to be subjected to any LienLien other than Permitted Liens; (c) sold, transferred or otherwise disposed of any of its assets material asset or material properties except in the ordinary course of business; (d) made any capital expenditure or commitment therefor which with respect to the Commercial Services Business which, individually or in the aggregate exceeded aggregate, exceeds $25,000; (e) declared or paid any dividends or made any distributions on any shares of its capital stock, or redeemed, purchased or otherwise acquired any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares; (f) made any bonus or profit sharing distribution; (g) increased or prepaid its indebtedness for borrowed money, except current borrowings under credit lines listed on Schedule 3.8, or made any loan to any Person which exceeds $10,000 other than to any employee for normal travel and expense advances; (hf) written down the value of any work-in-process, or written off as uncollectible any notes or accounts receivable, except write-downs and write-offs in the ordinary course of business, none of which, which individually or in the aggregate, is material to the CompanyCommercial Services Business; (ig) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any employee whoemployee, whether as a result of such increase or prior thereto, receives aggregate except for increases in compensation from the Company at an annual rate of $50,000 or more, or except to employees in the ordinary course of business to any other employeesconsistent with past practice; (jh) entered into an employment or exclusive consultant agreement which is not cancelable without significant penalty or other financial obligation within 30 days; (ki) canceled or waived any claims or rights with a value in excess of material value$25,000; (1j) made any change in any method of accounting procedures; (mk) otherwise conducted its business Commercial Services Business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of its business; (nl) amended or terminated any agreement which is material to its businessCommercial Services Business; (om) renewed, extended or modified any Real Property Lease or lease of personal property, except in the ordinary course of business, any lease of personal property; (pn) adopted, amended or terminated any Plan; or (qo) agreed, whether or not in writing, agreed to do any of the actions set forth in any of the above clauses.

No Changes Since the Balance Sheet Date. Since From the Balance Sheet DateDate through the date hereof, except as specifically stated on Schedule 3.233.24, the Company has not and no subsidiary of the Company has (a) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except in the ordinary course of business; (bi) permitted any of its assets to be subjected to any Lien; Lien other than Permitted Liens, (cii) sold, transferred or otherwise disposed of any assets in excess of its assets except in the ordinary course of business; $50,000, (diii) made any capital expenditure or commitment therefor which individually or in the aggregate exceeded $25,000100,000; (eiv) declared or paid any dividends or made any distributions or dividend payments on any shares of its capital stockequity securities or equity participation rights, or (v) redeemed, purchased or otherwise acquired any shares of its capital stock equity securities, or any option, warrant or other right to purchase or acquire any such shares; equity securities of the Company, (fvi) made any bonus or profit sharing distribution; , (gvii) incurred, increased or prepaid its indebtedness for borrowed money, except current borrowings under credit lines listed on Schedule 3.83.9, or made any loan to any Person other than to any employee for normal travel and expense advances; , (hviii) written wrote down the value of any work-in-process, or written wrote off as uncollectible any notes or accounts receivable, except write-downs and write-offs in the ordinary course of business, none of which, which individually or in the aggregate, is were material to the Company; , (iix) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any employee who, whether as a result of such increase or prior thereto, receives received aggregate compensation from the Company at an annual rate of $50,000 200,000 or more, or except in the ordinary course of business to any other employees; , (jx) entered into an any employment or exclusive consultant consulting agreement which is not cancelable by the Company (and will not be cancelable by the Company) without significant penalty or other financial obligation within 30 days; , (kxi) canceled or waived any claims or rights of material value; , (1xii) made any material change in any method of accounting procedures; , (mxiii) otherwise conducted its business the Business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of its business; , (nxiv) amended or terminated any agreement which is material which, if not terminated, would be required to its business; be disclosed on Schedule 3.9 or Schedule 3.15, (oxv) renewed, extended or modified any Real Property Lease lease of real property or any lease of personal property, except in the ordinary course of its business, (xvi) made or changed any lease of personal property; (p) adoptedmaterial Tax election, filed any material amended Tax Return or terminated settled any Plan; material Tax claim, audit or assessment or (qxvii) agreed, whether or not in writing, to do any of the actions set forth in any of the above clauses.

No Changes Since the Balance Sheet Date. Since the Balance Sheet Date, except as specifically stated on Schedule 3.23, the Company has not (a) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except in the ordinary course of business; (b) permitted any of its assets Asset to be subjected to any Lien; (c) sold, transferred or otherwise disposed of any of its assets Asset except in the ordinary course of business; (d) made any capital expenditure or commitment therefor which individually or in the aggregate exceeded $25,000; (e) declared or paid any dividends or made any distributions on any shares of its capital stockownership interests in the Company, or redeemed, purchased or otherwise acquired any shares of its capital stock ownership interests of the Company or any option, warrant or other right to purchase or acquire any of such sharesownership interests; (f) made any bonus or profit sharing distribution; (g) increased or prepaid its indebtedness for borrowed money, except current borrowings under credit lines listed on Schedule 3.8, or made any loan to any Person other than to any employee Affected Employee for normal travel and expense advances; (h) written down the value of any work-in-process, or written off as uncollectible any notes or accounts receivableAccounts Receivable, except write-downs and write-offs in the ordinary course of business, none of which, individually or in the aggregate, is material to the Company; (i) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any employee who, whether as a result of such increase or prior thereto, receives aggregate compensation from the Company at an annual rate of $50,000 or more, or except in the ordinary course of business to any other employees; (j) entered into an employment or exclusive consultant agreement which is not cancelable without significant penalty or other financial obligation within 30 days; (k) canceled or waived any claims or rights of material value; (1l) made any change in any method of accounting procedures; (m) otherwise conducted its business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of its business; (n) amended or terminated any agreement which is material to its business; (o) renewed, extended or modified any Real Property Lease or except in the ordinary course of business, any lease of personal propertyPersonal Property Lease; (p) adopted, amended or terminated any Plan; or (q) agreed, whether or not in writing, to do any of the actions set forth in any of the above clauses.

No Changes Since the Balance Sheet Date. Since the Balance Sheet Date, except Except as specifically stated on Schedule 3.23, since the Balance Sheet Date the Company has not not: (ai) incurred any liability or obligation of any nature (whether accrued, absolute, contingent con-tingent or otherwise), except in the ordinary course of business; (bii) permitted any of its assets to be subjected to any Lien; (ciii) sold, transferred or otherwise disposed of any of its assets except in the ordinary course of business; (div) made any capital expenditure or commitment com-mit-ment therefor which which, individually or in the aggregate aggregate, exceeded $25,000; (ev) declared or paid any dividends or made any distributions on any shares of to its capital stockmembers, or redeemed, purchased or otherwise acquired any shares of its capital stock equity interest or any option, warrant or other right to purchase or acquire any such sharesequity interest in the Company; (fvi) made any bonus or profit sharing distribution; (gvii) increased or prepaid its indebtedness for borrowed money, except current borrowings under credit lines listed on Schedule 3.83.8 from banks in the ordinary course of business, or made any loan to any Person other than to any employee for normal travel and expense advancesPerson; (hviii) written down the value of any work-in-process, or written off as uncollectible any notes or accounts receivable, except write-downs and write-offs in the ordinary course of business, none of which, individually or in the aggregate, is material to the Company; (iix) granted any increase in the rate of wages, salaries, bonuses or other remuneration of (A) any employee who, whether as a result of such increase or prior thereto, receives aggregate compensation from the Company at an annual rate of $50,000 or more, or (B) except in the ordinary course of business to business, of any other employeesemployee; (j) entered into an employment or exclusive consultant agreement which is not cancelable without significant penalty or other financial obligation within 30 days; (kx) canceled or waived any claims or rights of material value; (1xi) made any change in any method of accounting procedures; (mxii) otherwise conducted con-ducted its business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of its business; (nxiii) amended or terminated any agreement which is material to its business; (oxiv) renewed, extended or modified any Real Property Lease or lease of real property, or, except in the ordinary course of business, any lease of personal property; (pxv) adopted, amended or terminated any Plan; or (qxvi) agreed, whether or not in writing, to do any of the actions set forth foregoing (except for transactions contemplated by this Agreement); or (xvii) experienced or incurred any material adverse change in any the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations of the above clausesCompany.

No Changes Since the Balance Sheet Date. Since the Balance Sheet Date, except as specifically stated on Schedule 3.235.3(b) or Schedule 5.17, the Company has not (a) neither Seller nor any Affiliate thereof have incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except in the ordinary course of Seller’s business; (b) permitted any of its assets to be subjected to any mortgage, pledge, Lien, security interest, encumbrance, restriction or charge of any kind; (c) sold, transferred or otherwise disposed of any of its assets except in the ordinary course of Seller’s business; (d) made any single capital expenditure or commitment therefor which individually or in involving the aggregate exceeded expenditure of more than Five Thousand Dollars ($25,0005,000.00); (e) declared or paid any dividends or made any distributions on any shares of its capital stock, or redeemed, purchased or otherwise acquired any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares; (f) made any bonus or profit sharing distribution; (g) increased distribution or prepaid its indebtedness for borrowed money, except current borrowings under credit lines listed on Schedule 3.8, or made any loan to any Person other than to any employee for normal travel and expense advances; (h) written down the value payment of any work-in-process, or written off as uncollectible any notes or accounts receivable, except write-downs and write-offs in the ordinary course of business, none of which, individually or in the aggregate, is material to the Companykind; (i) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any employee who, whether as a result of who after giving effect to such increase or prior thereto, thereto receives aggregate compensation from the Company at an annual rate of $50,000 30,000.00 or more, except pursuant to a prior obligation or except employment policy in the ordinary course of business Seller’s business, including, but not limited to, payments to any other employeesemployees for unpaid past compensation and expenses; (j) entered into an employment or exclusive consultant agreement which is not cancelable without significant penalty or other financial obligation within 30 days; (k) canceled or waived any claims or rights of material substantial value; (1) made any change in any method of accounting proceduresor auditing practice; (m) otherwise conducted its business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of its business; (n) amended or terminated any agreement which is material to its businessthe Seller’s Business; (o) renewed, extended or modified any Real Property Lease or lease or, except in the ordinary course of business, any lease of personal property; (p) adopted, amended or terminated any Plan; or (q) agreed, whether or not in writing, to do any of the actions set forth foregoing; and there has been no change in the financial condition or results of operations of Seller or any of Affiliate thereof, which, individually or in the above clausesaggregate, has or would have a Material Adverse Effect.

No Changes Since the Balance Sheet Date. Since From the Balance Sheet DateDate through the date hereof, except as specifically stated on Schedule 3.233.2.29, neither Cap C LP nor the Company has not Xxxxx XX (ai) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except in the ordinary course of business; , (bii) permitted any of its assets to be subjected to any Lien; , (ciii) sold, transferred or otherwise disposed of any of its assets except in the ordinary course of business; , (div) made any capital expenditure or commitment therefor which individually or in the aggregate exceeded $25,00050,000; (ev) declared or paid any dividends or made any distributions or dividend payments on any shares of its capital stockstock or equity participation rights, or redeemed, purchased or otherwise acquired any shares of its capital stock stock, or any option, warrant or other right to purchase or acquire any such shares; shares of capital stock or equity participation rights of Cap C LP or the Xxxxx XX, (fvi) made any bonus or profit sharing distribution; , (gvii) increased or prepaid its indebtedness for borrowed money, except current borrowings under credit lines listed on Schedule 3.8lines, or made any loan to any Person other than to any employee for normal travel and expense advances; , (hviii) written wrote down the value of any work-in-process, or written wrote off as uncollectible any notes or accounts receivable, except write-downs and write-offs in the ordinary course of business, none of which, which individually or in the aggregate, is were material to Cap C LP or the Company; Xxxxx XX, (iix) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any employee who, whether as a result of such increase or prior thereto, receives received aggregate compensation from Cap C LP or the Company Xxxxx XX at an annual rate of $50,000 100,000 or more, or except in the ordinary course of business to any other employees; , (jx) entered into an any employment or exclusive consultant consulting agreement which is not cancelable by Cap C LP or the Xxxxx XX (and will not be cancelable by the Xxxxx XX) without significant penalty or other financial obligation within 30 days; , (kxi) canceled or waived any claims or rights of material value; , (1xii) made any change in any method of accounting procedures; , (mxiii) otherwise conducted its Cap C LP's business or the Kenna Business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of its business; , (nxiv) amended or terminated any agreement which is material to its business; their businesses, (oxv) renewed, extended or modified any Real Property Lease lease of real property or any lease of personal property, except in the ordinary course of business, any lease of personal property; (p) adopted, amended or terminated any Plan; or (qxvi) agreed, whether or not in writing, to do any of the actions set forth in any of the above clauses.

No Changes Since the Balance Sheet Date. Since the Balance Sheet Date, Date (a) except as specifically stated on Schedule 3.23SCHEDULE 3.14 or contemplated by this Agreement, the Company Olympic acknowledges and represents that it has not caused LHF to (ai) incurred incur any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except in the ordinary course of business; , (bii) permitted any of its the material assets of LHF (the "Assets") to be subjected to any Lien; mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind, (ciii) sold, transferred or otherwise disposed of any of its assets the Assets except in the ordinary course of business; , (div) made any commitment for any capital expenditure or commitment therefor which individually or expenditure, except in the aggregate exceeded $25,000; ordinary course of business, (e) declared or paid any dividends or made any distributions on any shares of its capital stock, or redeemed, purchased or otherwise acquired any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares; (f) made any bonus or profit sharing distribution; (g) increased or prepaid its indebtedness for borrowed money, except current borrowings under credit lines listed on Schedule 3.8, or made any loan to any Person other than to any employee for normal travel and expense advances; (hv) written down the value of any work-in-process, or written off as uncollectible any notes or accounts receivable, work in process except write-downs and write-offs in the ordinary course of business, none of which, individually or in the aggregate, is material to the Company; LHF, (ivi) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any employee who, whether as a result of who after giving effect to such increase or prior thereto, thereto receives aggregate compensation from the Company at an annual rate of Fifty Thousand Dollars ($50,000 50,000) or more, or except in the ordinary course of business to any other employees; (j) entered into an employment or exclusive consultant agreement which is not cancelable without significant penalty or other financial obligation within 30 days; (k) canceled or waived any claims or rights of material value; (1vii) made any change in any method of accounting procedures; or auditing practice, (mviii) otherwise conducted its business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of its business; , (nix) amended or terminated any agreement which is material to its business; the business of LHF, (ox) renewed, extended or modified any Real Property Lease lease of real property, or except in the ordinary course of business, any lease of personal property; (p) adopted, amended or terminated any Plan; or (qxi) agreed, whether or not in writing, to do any of the actions set forth foregoing, and (b) there has been no material adverse change in any the assets, liabilities, business, condition (financial or otherwise), or the results of the above clausesoperations of LHF.

No Changes Since the Balance Sheet Date. Since the Balance Sheet Date, Date (a) except as specifically stated on Schedule 3.232.24 or contemplated by Section 5.1(b) or Section 9.1 below, the Company Starcom has not (ai) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except in the ordinary course of business; , (bii) permitted any of its material assets to be subjected to any Lien; mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind, (ciii) sold, transferred or otherwise disposed of any of its assets except in the ordinary course of business; , (div) made any capital expenditure or commitment therefor which individually or therefor, except in the aggregate exceeded $25,000; ordinary course of business, (ev) declared or paid any dividends or made any distributions distribution on any shares of its capital stock, or redeemed, purchased or otherwise acquired any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares; , except as otherwise provided for in this Agreement, (fvi) made any bonus or profit sharing distribution; distribution or payment of any kind, (gvii) increased or prepaid its indebtedness for borrowed money, except current borrowings under credit lines listed on Schedule 3.82.23 from banks in the ordinary course of business, or made any loan to any Person other than to any employee for normal travel and expense advances; Person, (hviii) written down the value of any work-in-work in process, or written off as uncollectible any notes or accounts receivable, except write-downs and write-offs writeoffs in the ordinary course of business, none of which, individually or in the aggregate, is material to the Company; Starcom, (iix) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any employee who, whether as a result of who after giving effect to such increase or prior thereto, thereto receives aggregate compensation from the Company at an annual rate of Fifty Thousand Dollars ($50,000 50,000) or more, or except in the ordinary course of business to any other employees; , (jx) entered into an employment or exclusive consultant agreement which is not cancelable without significant penalty or other financial obligation within 30 days; (k) canceled cancelled or waived any claims or rights of material substantial value; , (1xi) made any change in any method of accounting procedures; or auditing practice, (mxii) otherwise conducted its business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of its business; , (nxiii) amended or terminated any agreement which is material to its business; the business of Starcom, (oxiv) renewed, extended or modified any Real Property Lease lease of real property or except in the ordinary course of business, business any lease of personal property; (p) adopted, amended or terminated any Plan; or (qxv) agreed, whether or not in writing, to do any of the actions set forth foregoing, and (b) there has been no material adverse change in any the financial condition or results of operations or, to the above clausesbest knowledge, information and belief of Starcom, the prospects of Starcom.

No Changes Since the Balance Sheet Date. Since the Balance Sheet Date, Date except as specifically stated on Schedule 3.23, the Company has not (a) incurred any material liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except in the ordinary course of business; (b) permitted any of its assets asset to be subjected to any Lien; (c) sold, transferred or otherwise disposed of any of its assets except in the ordinary course of business; (d) made any capital expenditure or commitment therefor which individually or in the aggregate exceeded $25,000; (e) declared or paid any dividends or made any distributions on any shares of its capital stock, or redeemed, purchased or otherwise acquired any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares; (f) made any bonus or profit sharing distribution; (g) increased or prepaid its indebtedness for borrowed money, except current borrowings under credit lines listed on Schedule 3.8, 3.8 or made any loan to any Person other than to any employee for normal travel and expense advances; (h) written down the value of any work-in-process, or written off as uncollectible any notes or accounts receivable, except write-downs and write-offs in the ordinary course of business, none of which, which individually or in the aggregate, is material to the CompanyCompany taken as a whole; (i) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any employee who, whether as a result of such increase or prior thereto, receives aggregate compensation from the Company at an annual rate of $50,000 or more, or except in the ordinary course of business to any other employeesemployee; (j) entered into an employment or exclusive consultant agreement which is not cancelable without significant penalty or other financial obligation within 30 days; (k) canceled or waived any claims or rights of material value; (1l) made any change in any method of accounting procedures; (m) otherwise conducted its business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of its business; (n) amended or terminated any agreement which is material to its business; (o) renewed, extended or modified any Real Property Lease or except in the ordinary course of business, any lease of personal propertyproperty Lease; (p) adopted, amended or terminated any Plan; or (q) agreed, whether or not in writing, to do any of the actions set forth in any of the above clauses.

No Changes Since the Balance Sheet Date. Since the Balance --------------------------------------- Sheet Date, Date except as specifically stated on Schedule 3.23, neither the Company has not nor any Subsidiary has: (a) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except in the ordinary course of business; (b) permitted any of its assets to be subjected to any Lien; (c) sold, transferred or otherwise disposed of any of its assets except in the ordinary course of business; (d) made any capital expenditure or commitment therefor which individually or in the aggregate exceeded $25,000SEK 200,000; (e) declared decided to make or paid made any dividends or made any distributions on any shares of its capital stock, or redeemed, purchased or otherwise acquired any shares of its capital stock or any option, warrant or other right to purchase or acquire any such sharesshares of its capital stock; (f) made any bonus or profit sharing distribution; (g) increased or prepaid its indebtedness for borrowed money, except current borrowings under credit lines listed on Schedule 3.8, or made any loan to any Person other than to any employee for normal travel and expense advances; (h) written down the value of any work-in-in- process, or written off as uncollectible any notes or accounts receivable, except write-downs and write-offs in the ordinary course of business, none of which, which individually or in the aggregate, is material to the CompanyCompany and its Subsidiaries taken as a whole; (i) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any employee who, whether as a result of such increase or prior thereto, receives aggregate compensation from the Company at an annual rate or any Subsidiary with a salary of $50,000 SEK 600,000 or more, or except in the ordinary course of business to any other employees; (j) entered into an employment or exclusive consultant agreement which is not cancelable without significant penalty or other financial obligation within 30 days; (k) canceled or waived any claims or rights of material value; (1k) made any change in any method of accounting procedures; (ml) otherwise conducted its business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of its business; (nm) amended or terminated any agreement which is material to its business; (on) renewed, extended or modified any Real Property Lease or except in the ordinary course of business, any lease of personal property; (po) adopted, amended or terminated any Plan; or (qp) agreed, whether or not in writing, to do any of the actions set forth in any of the above clauses.

No Changes Since the Balance Sheet Date. Since the Balance Sheet Date, except as specifically stated on Schedule 3.234.19, the Company Seller has not (ai) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except in the ordinary course of business; , (bii) permitted any of its assets to be subjected to any Lien; , (ciii) sold, transferred or otherwise disposed of any of its assets except in the ordinary course of business; , (div) made any capital expenditure or commitment therefor which individually or in the aggregate exceeded $25,00050,000; (ev) declared or paid any dividends or made any distributions on any shares of its capital stock, equity interest or other equity or redeemed, purchased or otherwise acquired any shares of its capital stock other equity or any option, warrant or other right to purchase or acquire any such shares; equity, (fvi) made any bonus or profit sharing distribution; , (gvii) increased or prepaid its indebtedness for borrowed money, except current borrowings under credit lines listed on Schedule 3.8lines, or made any loan to any Person other than to any employee for normal travel and expense advances; , (hviii) written wrote down the value of any work-in-process, or written wrote off as uncollectible any notes or accounts receivable, except write-downs and write-offs in the ordinary course of business, none of which, which individually or in the aggregate, is were material to the Company; Seller, (iix) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any employee who, whether as a result of such increase or prior thereto, receives received aggregate compensation from the Company Seller at an annual rate of $50,000 5,000 or more, or except in the ordinary course of business to any other employees; , (jx) entered into an any employment or exclusive consultant consulting agreement which is not cancelable by the Seller without significant penalty or other financial obligation within 30 days; , (kxi) canceled or waived any claims or rights of material value; , (1xii) made any change in any method of accounting procedures; , (mxiii) otherwise conducted its business the Business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of its business; , (nxiv) amended or terminated any agreement which is material to its business; the Business, (oxv) renewed, extended or modified any Real Property Lease lease of real property or any lease of personal property, except in the ordinary course of business, any lease of personal property; (pxvi) adopted, amended or terminated any Plan; Plan or (qxvii) agreed, whether or not in writing, to do any of the actions set forth in any of the above clauses.

No Changes Since the Balance Sheet Date. Since the Balance Sheet DateDate through the date hereof, except as specifically stated on Schedule 3.233.21, the Company has not (ai) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except in the ordinary course of business; , (bii) permitted any of its assets the Assets to be subjected to any Lien; , (ciii) sold, transferred or otherwise disposed of any of its assets Assets except in the ordinary course of business; , (div) made any capital expenditure or commitment therefor which individually or in the aggregate exceeded $25,000; , (ev) declared or paid any dividends or made any distributions or dividend payments on any shares of its capital stockstock or equity participation rights, or redeemed, purchased or otherwise acquired (or committed to do so) any shares of its capital stock stock, or any option, warrant or other right to purchase or acquire any such shares; capital stock or equity participation rights of the Company, (fvi) made any bonus or profit sharing distribution; , (gvii) increased or prepaid its indebtedness for borrowed money, except current borrowings under credit lines listed on Schedule 3.8, or made any loan to any Person other than to any employee for normal travel and expense advances; , (hviii) written down the value of any work-in-process, or written off as uncollectible any notes or accounts receivableAccounts Receivable, except write-downs and write-offs in the ordinary course of business, none of which, which individually or in the aggregate, is were material to the Company; , (iix) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any employee who, whether as a result of such increase or prior thereto, receives received aggregate compensation from the Company at an annual rate of $50,000 or more, or except in the ordinary course of business to any other employees; , (jx) entered into an any employment or exclusive consultant consulting agreement which is not cancelable by the Company (and will not be cancelable by the Company) without significant penalty or other financial obligation within 30 days; , (kxi) canceled or waived any claims or rights of material value; , (1xii) made any change in any method of accounting procedures; , (mxiii) otherwise conducted its business the Business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of its business; , (nxiv) amended or terminated any agreement which is material to its business; , (oxv) renewed, extended or modified any Real Property Lease or except in the ordinary course of businessany Personal Property Lease, any lease of personal property; (pxvi) adopted, amended or terminated any Plan; Plan (except as set forth on Schedule 3.17) or (qxvii) agreed, whether or not in writing, to do any of the actions set forth in any of the above clauses.

No Changes Since the Balance Sheet Date. Since the Balance Sheet Date, except as specifically stated on Schedule 3.23, the Company has not (a) incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except in the ordinary course of business; (b) permitted any of its assets to be subjected to any Lien; (c) sold, transferred or otherwise disposed of any of its assets except in the ordinary course of business; (d) made any capital expenditure or commitment therefor which individually or in the aggregate exceeded $25,000; (e) declared or paid any dividends or made any distributions on any shares of its capital stock, or redeemed, purchased or otherwise acquired any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares; (f) made any bonus or profit sharing distribution; (g) increased or prepaid its indebtedness for borrowed money, except current borrowings under credit lines listed on Schedule 3.8, or made any loan to any Person other than to any employee for normal travel and expense advances; (h) written down the value of any work-in-process, or written off as uncollectible any notes or accounts receivable, except write-downs and write-offs in the ordinary course of business, none of which, which individually or in the aggregate, is material to the Company; (i) granted any increase in the rate of wages, salaries, bonuses or other remuneration of any employee who, whether as a result of such increase or prior thereto, receives aggregate compensation from the Company at an annual rate of $50,000 or more, or except in the ordinary course of business to any other employees; (j) entered into an employment or exclusive consultant agreement which is not cancelable without significant penalty or other financial obligation within 30 days; (k) canceled or waived any claims or rights of material value; (1l) made any change in any method of accounting procedures; (m) otherwise conducted its business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of its business; (n) amended or terminated any agreement which is material to its business; (o) renewed, extended or modified any Real Property Lease or except in the ordinary course of business, any lease of personal property; (p) adopted, amended or terminated any Plan; or (q) agreed, whether or not in writing, to do any of the actions set forth in any of the above clauses.