Common use of No Unusual Transactions Clause in Contracts

No Unusual Transactions. Except (i) as set forth on Schedule 4.33 of the Disclosure Schedules, (ii) in connection with the Contemplated Transactions or (iii) as set forth in this Agreement (including the Disclosure Schedules), since December 31, 2006, NSS has conducted its business in the ordinary course and in a manner consistent with past practice and, without limiting the generality of the foregoing, NSS has not: (a) incurred or discharged any secured or material unsecured liability or obligation (whether accrued, absolute or contingent) other than (i) liabilities and obligations disclosed in the Interim Financial Statements or the Estimated Closing Balance Sheet and liabilities and obligations incurred since December 31, 2006, or (ii) those liabilities arising in the ordinary course of business consistent with past practice under any contract, lease, commitment or agreement disclosed in the Disclosure Schedules to this Agreement or not required to be disclosed therein because of the term or amount involved; (b) waived or cancelled any claim, account receivable or trade account involving amounts in excess of $100,000; (c) made any capital expenditures in excess of $100,000; (d) sold or otherwise disposed of or lost any material asset or used any of its material assets other than, in each case, for proper corporate purposes and in the ordinary course of business and in a manner consistent with past practices; (e) entered into any transaction, contract, agreement, indenture, instrument or commitment involving amounts in excess of $100,000 in the aggregate other than in the ordinary course of business and in a manner consistent with past practices or in connection with the Contemplated Transactions; (f) suffered any extraordinary losses whether or not covered by insurance; (g) modified its charter, bylaws or capital structure; (h) made (i) (A) any increase in the rate or change in the form of compensation or remuneration payable to or to become payable to any of its directors or officers, or (B) any increase in the rate or change in the form of compensation or remuneration payable to or to become payable to any of its employees, other than such increases or changes in the ordinary course of business and consistent with past practices, or (ii) any bonus or other incentive payments or arrangements with any of its directors, officers or employees; (i) reserved, declared, made or paid any dividend or redeemed, retired, repurchased, purchased, or otherwise acquired any of its Capital Stock, or any of its other corporate securities; (j) removed any director or terminated any officer; (k) entered into, terminated, cancelled, amended or modified any contract involving amounts in excess of $100,000 in the aggregate, other than in the ordinary course of business or in connection with the Contemplated Transactions; (l) made any change in its accounting policies, practices and calculations as utilized in the preparation of NSS’ Audited Financial Statements as of December 31, 2006; (m) voluntarily permitted any Person to subject the Shares or the properties of NSS to any additional Lien; (n) (i) made any loan or advance to any Person (other than advance of business expenses in the ordinary course of NSS’ business), (ii) assumed, guaranteed, endorsed or otherwise become liable with respect to the liabilities or obligations of any Person, or (iii) issued (or arranged for the issuance of) any bond or letter of credit to any Person; (o) except as otherwise required by Law, entered into, amended, modified, varied, altered, or otherwise changed any of the Plans; (p) purchased, sold, leased, or otherwise disposed of any of its material properties or any right, title or interest therein other than in the ordinary course of business; (q) failed to maintain its books in a manner that fairly and accurately reflects its income, expenses and liabilities in accordance with applicable accounting standards, including, without limitation, GAAP, and using accounting policies, practices and calculations, all applied in a manner consistent with past periods and throughout the periods involved, except where the failure to do so would not reasonably be expected to result in a Material Adverse Change; (r) failed to perform duly and punctually in all material respects all of its material contractual obligations in accordance with the terms thereof, except where the failure to do so would not reasonably be expected to result in a Material Adverse Change; or (s) authorized, agreed or otherwise committed to any of the foregoing.

No Unusual Transactions. Except (i) as set forth on Schedule 4.33 Section 4.26 of the N-able Disclosure SchedulesSchedule, (ii) in connection with the Contemplated Transactions or (iii) as set forth in this Agreement (including the Disclosure Schedules)Agreement, since December March 31, 20062013, NSS N-able has conducted its business in the ordinary course and in a manner consistent with past practice of business and, without limiting the generality of the foregoing, NSS N-able has not: (a) incurred or discharged any secured or material unsecured liability or obligation (whether accrued, absolute or contingent) other than (i) liabilities and obligations disclosed in the Interim Financial Statements or the Estimated Closing Balance Sheet and liabilities and obligations incurred since December 31, 2006Sheet, or (ii) those liabilities arising in the ordinary course of business consistent with past practice under any contract, lease, commitment or agreement disclosed in the N-able Disclosure Schedules Schedule to this Agreement or not required to be disclosed therein because of the term or amount involved; (b) waived or cancelled any claim, account receivable or trade account involving amounts in excess of $100,00050,000; (c) made any capital expenditures expenditure, individually or in the aggregate, in excess of $100,00050,000; (d) sold or otherwise disposed of or lost any material asset or used any of its material assets other than, in each case, for proper corporate purposes and in the ordinary course of business and in a manner consistent with past practicesbusiness; (e) entered into any transaction, contract, agreement, indenture, instrument or commitment involving amounts in excess of $100,000 25,000 in the aggregate other than in the ordinary course of business and in a manner consistent with past practices or in connection with the Contemplated Transactions; (f) suffered any extraordinary losses losses, excluding contingent liabilities, whether or not covered by insurance; (g) modified its charter, bylaws or capital structureany of the N-able Charter Documents; (h) made (i) (A) any material increase in the rate or change in the form of compensation or remuneration payable to or to become payable to any of its directors or officers, or (B) any material increase in the rate or change in the form of compensation or remuneration payable to or to become payable to any of its employees, other than such increases or changes in the ordinary course of business and consistent with past practicesbusiness, or (ii) any material bonus or other incentive payments or arrangements with any of its directors, officers or employees; (i) reserved, declared, made or paid any dividend or redeemed, retired, repurchased, purchased, or otherwise acquired any of its the N-able Capital Stock, or any of its other corporate securities; (j) removed any director or terminated any officer; (k) entered into, terminated, cancelled, amended or modified any contract Contract involving amounts in excess of $100,000 25,000 in the aggregate, other than in the ordinary course of business or in connection with the Contemplated Transactions; (l) made any material change in its accounting policies, practices and calculations as utilized in the preparation of NSS’ Audited N-able’s Year End Financial Statements as of December 31, 20062012; (m) voluntarily permitted any Person to subject the any Shares or the properties of NSS N-able to any additional LienEncumbrance (other than Permitted Encumbrances); (n) (i) made any loan or advance to any Person (other than advance of business expenses in the ordinary course of NSS’ N-able’s business), (ii) assumed, guaranteed, endorsed or otherwise become liable with respect to the liabilities or obligations of any Person, or (iii) issued (or arranged for the issuance of) any bond or letter of credit to any Person; (o) except as otherwise required by Law, entered into, amended, modified, varied, altered, or otherwise changed any of the Corporation Plans; (p) purchased, sold, leased, or otherwise disposed of any of its material properties or any right, title or interest therein other than in the ordinary course of business; (q) failed to maintain its books in a manner that fairly and accurately reflects its income, expenses and liabilities in accordance with applicable accounting standards, including, without limitation, GAAPASPE, and using accounting policies, practices and calculations, all applied in a manner consistent with past periods and throughout the periods involved, except where the failure to do so would not reasonably be expected to result in a an N-able Material Adverse ChangeEffect; (r) failed to perform duly and punctually in all material respects all of its material contractual obligations in accordance with the terms thereof, except where the failure to do so would not reasonably be expected to result in a an N-able Material Adverse ChangeEffect; or (s) authorized, agreed or otherwise committed to any of the foregoing.

No Unusual Transactions. Except (i) as set forth on Schedule 4.33 Section 4.26 of the Disclosure SchedulesSchedule, (ii) in connection with the Contemplated Transactions or (iii) as set forth in this Agreement (including the Confio Disclosure SchedulesSchedule), since December July 31, 20062013, NSS Confio has conducted its business in the ordinary course and in a manner consistent with past practice of business and, without limiting the generality of the foregoing, NSS Confio has not: (a) incurred or discharged any secured or material unsecured liability or obligation (whether accrued, absolute or contingent) Liability other than (i) liabilities and obligations Liabilities disclosed in the Interim Financial Statements or the Estimated Closing Balance Sheet and liabilities and obligations incurred since December 31, 2006Sheet, or (ii) those liabilities Liabilities arising in the ordinary course of business consistent with past practice under any contract, lease, commitment or agreement disclosed in the Confio Disclosure Schedules Schedule to this Agreement or not required to be disclosed therein because of the term or amount involved; (b) waived or cancelled any claim, account receivable or trade account involving amounts in excess of $100,00050,000; (c) made any capital expenditures in excess of $100,00050,000; (d) sold or otherwise disposed of or lost any material asset or used any of its material assets other than, in each case, for proper corporate purposes and in the ordinary course of business and in a manner consistent with past practicesbusiness; (e) entered into any transaction, contract, agreement, indenture, instrument transaction or commitment Contract involving amounts in excess of $100,000 25,000 in the aggregate other than in the ordinary course of business and in a manner consistent with past practices or in connection with the Contemplated Transactions; (f) suffered any extraordinary losses losses, excluding contingent liabilities, whether or not covered by insurance; (g) modified its charter, bylaws or capital structureany of the Confio Charter Documents; (h) made (i) (A) any increase in the rate or change in the form of compensation or remuneration payable to or to become payable to any of its directors or officers, or (B) any increase in the rate or change in the form of compensation or remuneration payable to or to become payable to any of its employees, other than such increases or changes in the ordinary course of business and consistent with past practices, or (ii) any material bonus or other incentive payments or arrangements with any of (I) its directors, directors or officers or (II) employees, other than bonuses to its employees in the ordinary course of business; (i) reserved, declared, made or paid any dividend or redeemed, retired, repurchased, purchased, or otherwise acquired any of its Capital Stock, or any of its other corporate securities; (j) removed any director or terminated any officer; (k) entered into, terminated, cancelled, amended or modified any contract Contract involving amounts in excess of $100,000 25,000 in the aggregate, other than in the ordinary course of business or in connection with the Contemplated Transactions; (l) made any material change in its accounting policies, practices and calculations as utilized in the preparation of NSS’ Audited Confio’s Year End Financial Statements as of December 31, 20062012; (m) voluntarily permitted any Person to subject the any Shares or the properties of NSS Confio to any additional LienEncumbrance, other than Permitted Encumbrances; (n) (i) made any loan or advance to any Person (other than advance of business expenses in the ordinary course of NSS’ business), (ii) assumed, guaranteed, endorsed or otherwise become liable with respect to the liabilities Liabilities or obligations of any Person, or (iii) issued (or arranged for the issuance of) any bond or letter of credit to any Person; (o) except as otherwise required by Law, entered into, amended, modified, varied, altered, or otherwise changed any of the Corporation Plans; (p) purchased, sold, leased, or otherwise disposed of any of its material properties or any right, title or interest therein other than in the ordinary course of business; (q) failed to maintain its books in a manner that fairly and accurately reflects its income, expenses and liabilities Liabilities in accordance with applicable accounting standards, including, without limitation, GAAP, and using accounting policies, practices and calculations, all applied in a manner consistent with past periods and throughout the periods involved, except where the failure to do so would not reasonably be expected to result in a Confio Material Adverse ChangeEffect; (r) failed to perform duly and punctually in all material respects all of its material contractual obligations in accordance with the terms thereof, except where the failure to do so would not reasonably be expected to result in a Confio Material Adverse ChangeEffect; or (s) authorized, agreed or otherwise committed to any of the foregoing.

No Unusual Transactions. Except (i) as expressly contemplated by this Agreement, or as set forth on in Schedule 4.33 3.35 of the Disclosure Schedules, (ii) in connection with the Contemplated Transactions or (iii) as set forth in this Agreement (including the Disclosure Schedules), since December October 31, 20062005, NSS ATS and each of the Acquired Subsidiaries has conducted its business in the ordinary course and in a manner consistent with past practice and, without limiting the generality of the foregoing, NSS has notneither ATS, nor any of the Acquired Subsidiaries has: (a) incurred or discharged any secured or material any unsecured liability or obligation (whether accrued, absolute or contingent) other than (i) liabilities and obligations disclosed in the Interim Financial Statements October 2005 Balance Sheet or the Estimated Closing Balance Sheet and liabilities and obligations incurred since December October 31, 2006, or (ii) those liabilities arising 2005 in the ordinary course of business and in a manner consistent with past practice under any contract, lease, commitment or agreement disclosed in the Disclosure Schedules to this Agreement or not required to be disclosed therein because of the term or amount involvedpractices; (b) waived or cancelled any claim, account receivable or trade account involving amounts in excess of $100,00050,000 in the aggregate; (c) made any capital expenditures in excess of $100,00050,000 in the aggregate; (d) sold or otherwise disposed of or lost any material capital asset or used any of its material assets other than, in each case, for proper corporate purposes and in the ordinary course of business and in a manner consistent with past practices; (e) issued any options to purchase any shares of its Capital Stock, or sold or otherwise disposed of any shares of its Capital Stock or any warrants, rights, bonds, debentures, notes or other corporate security; (f) entered into any transaction, contract, agreement, indenture, instrument or commitment involving amounts in excess of $100,000 25,000 in the aggregate other than in the ordinary course of business and in a manner consistent with past practices or in connection with the Contemplated Transactions; (fg) suffered any extraordinary losses whether or not covered by insurance; (gh) modified its charter, bylaws or capital structure; (hi) reserved, declared, made or paid any dividend or redeemed, retired, repurchased, purchased, or otherwise acquired shares of its Capital Stock, options to purchase such stock, or any of its other corporate securities; (j) suffered any material shortage or any material cessation or interruption of inventory shipments, supplies or ordinary services; (k) entered into an employment agreement or made (i) (A) any increase in the rate or change in the form of compensation or remuneration payable to or to become payable to any of its directors or officers, or (B) any increase in the rate or change in the form of compensation or remuneration payable to or to become payable to any of its employees, licensors, licensees, franchisors, franchisees, distributors, agents, or suppliers, other than such increases or changes in the ordinary course of business and consistent with past practices, or (ii) any bonus or other incentive payments or arrangements with any of its its, directors, officers officers, employees, licensors, licensees, franchisors, franchisees, distributors, agents, suppliers, or employeescustomers; (i) reserved, declared, made or paid any dividend or redeemed, retired, repurchased, purchased, or otherwise acquired any of its Capital Stock, or any of its other corporate securities; (jl) removed any director or terminated any officerofficer except those directors and officers who will resign in accordance with Section 7.8; (km) entered into, terminated, cancelled, amended or modified any contract involving amounts in excess of $100,000 in the aggregatematerial contract, other than in the ordinary course of business or in connection with the Contemplated Transactions; (ln) made any change in its accounting policies, practices and calculations as utilized in the preparation of NSS’ Audited the October 2005 Financial Statements as of December 31, 2006Statements; (mo) voluntarily permitted any Person to subject the Shares or the properties of NSS ATS to any additional Lien; (np) (i) made any loan or advance to any Person (other than advance of business expenses in the ordinary course of NSS’ business)to, or (ii) assumed, guaranteed, endorsed or otherwise become liable with respect to the liabilities or obligations of any Personof, or (iii) issued (or arranged for the issuance of) any bond or letter of credit to any Person; (oq) purchased or otherwise acquired any corporate security or other equity interest in any Person; (r) changed its pricing, credit, or payment policies; (s) incurred any Indebtedness other than to trade creditors and financial institutions in the ordinary course of business and in a manner consistent with past practices; (t) except as otherwise required by Law, entered into, amended, modified, varied, altered, or otherwise changed any of the Plans; (pu) changed its banking arrangements and signatories or granted any powers of attorney; (v) purchased, sold, leased, or otherwise disposed of any of its material properties or any right, title or interest therein other than in the ordinary course of business; (qw) failed to maintain its books in a manner that fairly and accurately reflects its income, expenses and liabilities in accordance with applicable accounting standards, including, without limitation, GAAP, and using accounting policies, practices and calculations, all calculations applied in on a manner basis consistent with past periods and throughout the periods involved, except where the failure to do so would not reasonably be expected to result in a Material Adverse Change; (rx) failed to maintain in full force and effect insurance policies on all of its properties providing coverage and amounts of coverage comparable to the coverage and amounts of coverage provided under its policies of insurance in effect on October 31, 2005; (y) failed to perform duly and punctually in all material respects all of its material contractual obligations in accordance with the terms thereof, except where the failure to do so would not reasonably be expected have a material adverse effect on ATS; (z) failed to result maintain and keep its properties in a Material Adverse Changegood condition and working order, except for ordinary wear and tear; (aa) materially modified or changed its business organization or materially and adversely modified or changed its relationship with its suppliers, customers and others having business relations with it; or (sbb) authorized, agreed or otherwise committed to any of the foregoing.

No Unusual Transactions. Except (i) Other than a dividend to be declared and paid by Holding to the Vendor as set forth on Schedule 4.33 of the Disclosure Schedulesday before the Closing Date in an amount equal to the excess of the Working Capital of Holding, CLI and BCC above $500,000 (ii) in connection with the Contemplated Transactions or (iii) as set forth in this Agreement (including the Disclosure Scheduleswell as an equivalent dividend that may be declared and paid by CLI and/or BCC to Holding on such date), since December October 31, 20062005, NSS has Holding, BCC and CLI have conducted its business their Business in the ordinary course and in a manner consistent with past practice and, without limiting the generality of the foregoing, NSS has have not: (a) incurred or discharged any secured or material unsecured liability or obligation (whether accrued, absolute or contingent) other than (i) liabilities and obligations as disclosed in Section 3.2.42 of the Interim Financial Statements Disclosure Schedule; Except as otherwise stipulated herein, made or assumed any commitment, obligation or liability which is outside the Estimated Closing Balance Sheet usual and liabilities ordinary course of its business; 1) ceased to operate their activities and obligations incurred since December 31to carry on their Business as heretofore carried on nor have Holding, 2006BCC and CLI failed to maintain all of their properties, rights and assets consistently with past practices or (iito do any and all things reasonably necessary and within their power to retain and preserve the goodwill of their Business; 2) those liabilities arising except as otherwise stipulated herein, sold or otherwise in any way alienated or disposed of any of their assets other than in the ordinary course of business and in an manner consistent with past practice under any contract, lease, commitment or agreement disclosed in the Disclosure Schedules to this Agreement or not required to be disclosed therein because of the term or amount involvedpractices; (b3) waived split, combined or cancelled reclassified any claimof their shares, account receivable or trade account involving amounts redeemed, retired, repurchased or otherwise acquired shares in excess Holding, BCC and CLI's capital stock or other corporate security, or reserved, declared, made or paid any dividend, or made any other distributions or appropriations of $100,000profits or capital; 4) discharged any secured or unsecured obligation or liability (c) made any capital expenditures in excess of $100,000; (d) sold whether accrued, absolute, contingent or otherwise disposed of or lost any material asset or used any of its material assets otherwise), other than, in each case, for proper corporate purposes than obligations and liabilities discharged in the ordinary course of business and in a manner consistent with past practices; (e5) entered into waived or cancelled any transactionmaterial claim, contractaccount receivable, agreementtrade account, indentureor right outside the ordinary course of business; 6) made any change, instrument or commitment involving amounts in excess outside of $100,000 the ordinary course of their Business, in the aggregate rate or form of compensation or remuneration payable or to become payable to any of their shareholders, directors, officers, employees or agent, or taken or suffered any actions with respect to unionization of their employees; 7) made any capital expenditure, other than in the ordinary course of Business; 8) made any change in their accounting principles and practices as utilized in the preparation of the Financial Statements and Closing Balance Sheet, or granted to any customer any special allowance or discount, or changed its pricing, credit or payment policies, other than in the ordinary course of Business; 9) made any loan or advance except in the ordinary course of Business, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligations of any Person; 10) suffered any extraordinary losses whether or not covered by insurance; 11) except as otherwise stipulated herein, modified their constitutive instruments, by-laws or capital structure, except as otherwise disclosed herein; 12) suffered any material shortage or any cessation or interruption of inventory shipments, supplies or ordinary services; 13) discharged any director or auditor or terminated any officer; 14) incurred any indebtedness (including off-balance sheet indebtedness) other than to trade creditors in the ordinary course of business and in a manner consistent with past practices or in connection with the Contemplated Transactionspractices; (f15) suffered any extraordinary losses whether or not covered by insurance; (g) modified its charter, bylaws or capital structure; (h) made (i) (A) any increase in the rate or change in the form of compensation or remuneration payable to or to become payable to any of its directors or officers, or (B) any increase in the rate or change in the form of compensation or remuneration payable to or to become payable to any of its employees, other than such increases or changes in the ordinary course of business and consistent with past practices, or (ii) any bonus or other incentive payments or arrangements with any of its directors, officers or employees; (i) reserved, declared, made or paid any dividend or redeemed, retired, repurchased, purchased, purchased or otherwise acquired any of its Capital Stockcorporate security or proprietary, participatory or profit interest in any of its other corporate securitiesentity; (j16) removed any director or terminated any officer; (k) entered intoissued, terminated, cancelled, amended or modified any contract involving amounts in excess of $100,000 in the aggregate, other than in the ordinary course of business or in connection with the Contemplated Transactions; (l) made any change in its accounting policies, practices and calculations as utilized in the preparation of NSS’ Audited Financial Statements as of December 31, 2006; (m) voluntarily permitted any Person to subject the Shares or the properties of NSS to any additional Lien; (n) (i) made any loan or advance to any Person (other than advance of business expenses in the ordinary course of NSS’ business), (ii) assumed, guaranteed, endorsed or otherwise become liable with respect to the liabilities or obligations of any Person, or (iii) issued (or arranged for the issuance of) any bond or letter of credit to any Person; (o) except as otherwise required by Law, entered into, amended, modified, varied, altered, or otherwise changed any of the Plans; (p) purchased, sold, leased, sold or otherwise disposed of any shares of its material properties their capital stock or any rightwarrants, title rights, bonds, debentures, notes or interest therein other than in the ordinary course of businesscorporate security; (q17) failed paid or made payable to maintain its books in a manner that fairly any of their shareholders, directors, officers or employees any amount, compensation, fees, extraordinary salary or wage, or profit sharing plan or granted to such Persons any incentive, revenue or profit participation, or other benefit over and accurately reflects its incomeabove the base salary, expenses and liabilities in accordance with applicable accounting standardsif any, including, without limitation, GAAP, and using accounting policies, practices and calculations, all applied in a manner consistent with past periods and throughout the periods involved, except where the failure to do so would not reasonably be expected to result in a Material Adverse Changeof such Persons; (r18) failed to perform duly purchased or otherwise acquired any corporate security or proprietary, participatory or profit interest in any Person; 19) modified or changed in any material manner their Business organization or their relationship with their suppliers, customers or others having business relations with Holding, BCC and punctually in all material respects all of its material contractual obligations in accordance with the terms thereof, except where the failure to do so would not reasonably be expected to result in a Material Adverse Change; orCLI; (s20) authorized, agreed or otherwise committed to any of the foregoing.; or 21) entered into new debts, charges or any other liabilities except in the ordinary course of business and is free of such debts. To the best knowledge of the Vendor, Holding, BCC and CLI are not aware of any legislation, regulations or probable legislative regulatory changes which would have a Adverse Effect on the Business, prospects or operations of Holding, BCC and CLI;

No Unusual Transactions. (a) Except (i) as set forth on Schedule 4.33 of the Disclosure Schedules, (ii) in connection with the Contemplated Transactions or (iii) expressly contemplated by this Agreement and as set forth in this Agreement (including Section 3.34 of the Disclosure Schedules)Schedule, since December 31September 30, 20062004, NSS Synergy and each of the Acquired Subsidiaries has conducted its business in the ordinary course and in a manner consistent with past practice and, without limiting the generality of the foregoing, NSS has notneither Synergy, nor any of the Acquired Subsidiaries has: (ai) incurred or discharged any secured or material any unsecured liability or obligation (whether accrued, absolute or contingent) other than (i) liabilities and obligations disclosed in the Interim December 2003 Financial Statements or the Estimated Closing Balance Sheet and liabilities and obligations incurred since December 31, 2006, or (ii) those liabilities arising 2003 in the ordinary course of business and in a manner consistent with past practice under any contract, lease, commitment or agreement disclosed in the Disclosure Schedules to this Agreement or not required to be disclosed therein because of the term or amount involvedpractices; (bii) waived or cancelled any claimclaims, account accounts receivable or trade account accounts involving amounts in excess of $100,00050,000 in the aggregate; (ciii) made any capital expenditures other than in excess of the ordinary course and not exceeding $100,00050,000 in the aggregate; (div) sold or otherwise disposed of or lost any material asset capital asset, contracts or intellectual property, or used any of its material assets other than, in each case, for proper corporate purposes and in the ordinary course of business and in a manner consistent with past practices; (ev) entered into any transaction, contract, agreement, indenture, instrument or commitment involving amounts in excess of $100,000 50,000 in the aggregate other than in the ordinary course of business and in a manner consistent with past practices or in connection with the Contemplated Transactions; (f) suffered any extraordinary losses whether or not covered by insurance; (gvi) modified its charter, bylaws or its capital structure, (other than transfers of stock among the Shareholders or purchases of outstanding options to acquire Synergy’s Capital Stock); (hvii) except as otherwise specifically provided in Section 3.26 of this Agreement, paid any bonus, whether or not accrued, to any employee other than in the ordinary course of business and not exceeding $25,000 in the aggregate; (viii) reserved, declared, made or paid any dividend or redeemed, retired, repurchased, purchased, or otherwise acquired shares of its Capital Stock or any of its other corporate securities, other than purchases of outstanding options to acquire Synergy’s Capital Stock; (ix) entered into any employment agreement or made or modified (i) (A) any increase in the rate or change in the form of compensation or remuneration payable to or to become payable to any of its directors Shareholders, directors, executive officers or officers, or (B) any increase in the rate or change in the form of compensation or remuneration payable to or to become payable to any of its employees, employees other than such increases or changes in the ordinary course of business and as and in amounts consistent with past practicespractice, or (ii) any bonus or other incentive payments or arrangements other Plan or arrangement with any of its Shareholders, directors, executive officers or employees; (i) reserved, declared, made or paid any dividend or redeemed, retired, repurchased, purchased, or otherwise acquired any of its Capital Stock, or any of its other corporate securities; (jx) removed any director or terminated any officerofficer or Key Employee of Synergy or the Acquired Subsidiaries; (kxi) entered into, terminated, cancelled, amended or modified incurred any contract involving amounts in excess of $100,000 in the aggregate, indebtedness other than to trade creditors in the ordinary course of business or and in connection a manner consistent with the Contemplated Transactionspast practice; (l) made any change in its accounting policies, practices and calculations as utilized in the preparation of NSS’ Audited Financial Statements as of December 31, 2006; (mxii) voluntarily permitted any Person or entity to subject the Shares Capital Stock or the properties of NSS Synergy or any of the Acquired Subsidiaries to any additional Lien; (nxiii) (iA) made any loan or advance to any Person to, or (other than advance of business expenses in the ordinary course of NSS’ business), (iiB) assumed, guaranteed, endorsed or otherwise become liable with respect to the liabilities or obligations of, any Person or entity other than in the ordinary course of any Person, or (iii) issued (or arranged for the issuance of) any bond or letter of credit to any Personbusiness and in a manner consistent with past practice; (oxiv) except as otherwise required by Law, entered into, amended, modified, varied, altered, purchased or otherwise changed acquired any of the Planscorporate security or other equity interest in any Person or entity; (pxv) changed its pricing, credit or payment policies other than in the ordinary course of business and in a manner consistent with past practice; (xvi) purchased, sold, leased, or otherwise disposed of any of its material properties or any right, title or interest therein other than in the ordinary course of business, other than obtaining a release of Synergy from any lease and other obligations relating to the Columbia Road Premises; (qxvii) failed to maintain in full force and effect insurance policies on all of its books properties providing coverage and amounts of coverage comparable to the coverage and amounts of coverage provided under its policies of insurance in a manner that fairly effect on September 30, 2004; or (xviii) modified or changed its business organization or its relationship with its suppliers, customers and accurately reflects its income, expenses others having business relations with it other than in the ordinary course of business and liabilities in accordance with applicable accounting standards, including, without limitation, GAAP, and using accounting policies, practices and calculations, all applied in a manner consistent with past periods practices. (b) At the Closing, Synergy shall deliver to ICF a preliminary, unaudited, internally prepared balance sheet and throughout related interim consolidated statements of operations, changes in shareholder equity and cash flows for the periods involved, except where the failure to do so would not reasonably be expected to result 2004 calendar year prepared in a Material Adverse Change; (r) failed to perform duly and punctually in all material respects all of its material contractual obligations in accordance manner consistent with the terms thereof, except where September 2004 Financial Statements (the failure to do so would not reasonably be expected to result in a Material Adverse Change; or (s) authorized, agreed or otherwise committed to any of the foregoing“Closing Financial Statements”).

No Unusual Transactions. Except (i) as set forth on Schedule 4.33 of the Disclosure Schedules, (ii) in connection with the Contemplated Transactions or (iii) as set forth in this Agreement or in the ----------------------- Schedules, including Schedule 3.1.35, since June 30, 1998 (including except in --------------- the Disclosure Schedulescase of paragraph (t) below), since December 31the Corporation, 2006Roche, NSS each Subsidiary and, to the knowledge of Vendors, each Associated Company, has conducted its business in the ordinary course and in a manner consistent with past practice and, without limiting the generality of the foregoing, NSS has not: (a) incurred made or discharged assumed any secured commitment, obligation or material unsecured liability or obligation (whether accrued, absolute or contingent) other than (i) liabilities which is outside the usual and obligations disclosed in the Interim Financial Statements or the Estimated Closing Balance Sheet and liabilities and obligations incurred since December 31, 2006, or (ii) those liabilities arising in the ordinary course of business consistent with past practice under any contract, lease, commitment or agreement disclosed in the Disclosure Schedules to this Agreement or not required to be disclosed therein because of the term or amount involvedits business; (b) waived ceased to operate its properties and to carry on its Business as heretofore carried on or cancelled failed to maintain all of its properties, rights and assets consistently with past practices or failed to do any claim, account receivable or trade account involving amounts in excess and all things reasonably necessary and within its power to retain and preserve the goodwill of $100,000its business; (c) made any capital expenditures in excess of $100,000; (d) sold or otherwise in any way alienated or disposed of or lost any material asset or used any of its material assets other than, in each case, for proper corporate purposes and than in the ordinary course of business and in a manner consistent with past practices; (d) split, combined or reclassified any of its shares or ownership interests, or redeemed, retired, repurchased or otherwise acquired shares in its capital stock or other corporate security or ownership interests, or reserved, declared, made or paid any dividend on its shares or other ownership interests, or made any other distributions or appropriations of profits or capital; (e) entered into issued, sold or otherwise disposed of any transactionshares of its capital stock or any warrants, contractrights, agreementbonds, indenturedebentures, instrument notes or commitment involving amounts in excess of $100,000 in the aggregate other corporate security; (f) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise), other than obligations and liabilities discharged in the ordinary course of business and in a manner consistent with past practices or in connection with the Contemplated Transactionspractices; (fg) waived or canceled any material claim, account receivable or right outside the ordinary course of business, or made any gift; (h) made any change in the rate or form of compensation or remuneration payable or to become payable to any of the shareholders, directors, officers, employees or agents of the Corporation, Roche or any Subsidiary other in the ordinary course of business; (i) made any change in its accounting principles and practices as utilized in the preparation of the Financial Statements or to be utilized in the preparation of the Closing Balance Sheet (except as agreed to by Purchaser), or granted to any customer any special allowance or discount, or changed its pricing, credit or payment policies, other than in the ordinary course of business; (j) made any capital expenditure other than minor expenditures in the ordinary course of business; (k) made any loan or advance, or assumed, guaranteed or otherwise became liable with respect to the liabilities or obligations of any Person; (l) suffered any extraordinary losses whether or not covered by insurance; (gm) modified its charterconstating instruments, bylaws by-laws or capital structure; (hn) made suffered any material shortage or any cessation or interruption of inventory shipments, supplies or ordinary services; (io) removed any director, auditor or accountant or terminated any officer; (Ap) purchased or otherwise acquired any increase corporate security or proprietary, participatory or profit interest in the rate or change in the form of compensation or remuneration payable to or to become payable to any of its directors or officers, or Person; (Bq) incurred any increase in the rate or change in the form of compensation or remuneration payable to or to become payable to any of its employees, indebtedness (including off-balance sheet) other than such increases or changes to trade creditors in the ordinary course of business and consistent with past practices, or (ii) any bonus or other incentive payments or arrangements with any of its directors, officers or employees; (i) reserved, declared, made or paid any dividend or redeemed, retired, repurchased, purchased, or otherwise acquired any of its Capital Stock, or any of its other corporate securities; (j) removed any director or terminated any officer; (k) entered into, terminated, cancelled, amended or modified any contract involving amounts in excess of $100,000 in the aggregate, other than in the ordinary course of business or in connection with the Contemplated Transactions; (l) made any change in its accounting policies, practices and calculations as utilized in the preparation of NSS’ Audited Financial Statements as of December 31, 2006; (m) voluntarily permitted any Person to subject the Shares or the properties of NSS to any additional Lien; (n) (i) made any loan or advance to any Person (other than advance of business expenses in the ordinary course of NSS’ business), (ii) assumed, guaranteed, endorsed or otherwise become liable with respect to the liabilities or obligations of any Person, or (iii) issued (or arranged for the issuance of) any bond or letter of credit to any Person; (o) except as otherwise required by Law, entered into, amended, modified, varied, altered, or otherwise changed any of the Plans; (p) purchased, sold, leased, or otherwise disposed of any of its material properties or any right, title or interest therein other than in the ordinary course of business; (q) failed to maintain its books in a manner that fairly and accurately reflects its income, expenses and liabilities in accordance with applicable accounting standards, including, without limitation, GAAP, and using accounting policies, practices and calculations, all applied in a manner consistent with past periods and throughout the periods involved, except where the failure to do so would not reasonably be expected to result in a Material Adverse Changepractices; (r) failed to perform duly modified or changed its business organization or its relationship with its suppliers, customers and punctually in all material respects all others having business relations with it; (s) taken any accounting write-offs or reserves outside of its material contractual obligations in accordance normal accounting practices and consistent with past levels and practices; (t) allowed the terms thereof, except where Assumed Debt to exceed the failure Canadian dollar equivalent of Two Million US dollars (US $2,000,000) on the Audit Date or any time since the Audit Date and up to do so would not reasonably be expected to result in a Material Adverse Changethe date hereof had the Assumed Debt been calculated as of any date during such period; or (su) authorized, agreed or otherwise committed to any of the foregoing. Without limitation to the above, during the period between the Audit Date and the date hereof, the operations of Roche, the Subsidiaries and, to the knowledge of Vendors, the Associated Companies, have been conducted only in the ordinary course and no extraordinary item, material liability or reserve has arisen, been identified or taken during such period which would have the effect of reducing the net book value of Roche by more than Twenty Five Thousand US dollars (US $25,000) other than non-material liabilities or operational losses during such period in the ordinary course.

No Unusual Transactions. Except (i) as expressly contemplated by this Agreement or as set forth on Schedule 4.33 Section 3.34 of the Disclosure Schedules, (ii) in connection with the Contemplated Transactions or (iii) as set forth in this Agreement (including the Disclosure Schedules)Schedule, since December 31, 20062004, NSS Caliber and each of the Acquired Subsidiaries has conducted its business in the ordinary course and in a manner consistent with past practice and, without limiting the generality of the foregoing, NSS has notneither Caliber, nor any of the Acquired Subsidiaries has: (a) incurred or discharged any secured or material any unsecured liability or obligation (whether accrued, absolute or contingent) other than (i) liabilities and obligations disclosed in the Interim Financial Statements December 2004 Balance Sheet or the Estimated Closing Balance Sheet and liabilities and obligations incurred since December 31, 2006, or (ii) those liabilities arising 2004 in the ordinary course of business and in a manner consistent with past practice under any contract, lease, commitment or agreement disclosed in the Disclosure Schedules to this Agreement or not required to be disclosed therein because of the term or amount involvedpractices; (b) waived or cancelled any claim, account receivable or trade account involving amounts in excess of $100,00025,000 in the aggregate; (c) made any capital expenditures in excess of $100,00025,000 in the aggregate; (d) sold or otherwise disposed of or lost any material capital asset or used any of its material assets other than, in each case, for proper corporate purposes and in the ordinary course of business and in a manner consistent with past practices; (e) issued any options to purchase any shares of its Capital Stock, or sold or otherwise disposed of any shares of its Capital Stock or any warrants, rights, bonds, debentures, notes or other corporate security; (f) entered into any transaction, contract, agreement, indenture, instrument or commitment involving amounts in excess of $100,000 25,000 in the aggregate other than in the ordinary course of business and in a manner consistent with past practices or in connection with the Contemplated Transactions; (fg) suffered any extraordinary losses whether or not covered by insurance; (gh) modified its charter, bylaws or capital structure; (hi) reserved, declared, made or paid any dividend or redeemed, retired, repurchased, purchased, or otherwise acquired shares of its Capital Stock, options to purchase such stock, or any of its other corporate securities; (j) suffered any material shortage or any material cessation or interruption of inventory shipments, supplies or ordinary services; (k) entered into an employment agreement or made (i) (A) any increase in the rate or change in the form of compensation or remuneration payable to or to become payable to any of its directors or officers, or (B) any increase in the rate or change in the form of compensation or remuneration payable to or to become payable to any of its employees, licensors, licensees, franchisors, franchisees, distributors, agents, or suppliers, other than such increases or changes in the ordinary course of business and consistent with past practices, or (ii) any bonus or other incentive payments or arrangements with any of its its, directors, officers officers, employees, licensors, licensees, franchisors, franchisees, distributors, agents, suppliers, or employeescustomers; (i) reserved, declared, made or paid any dividend or redeemed, retired, repurchased, purchased, or otherwise acquired any of its Capital Stock, or any of its other corporate securities; (jl) removed any director or terminated any officerofficer except those directors and officers who will resign in accordance with Section 7.6; (km) entered into, terminated, cancelled, amended or modified any contract involving amounts in excess of $100,000 in the aggregatematerial contract, other than in the ordinary course of business or in connection with the Contemplated Transactions; (ln) made any change in its accounting policies, practices and calculations as utilized in the preparation of NSS’ Audited the December 2004 Financial Statements as of December 31, 2006Statements; (mo) voluntarily permitted any Person to subject the Shares or the properties of NSS Caliber to any additional Lien; (np) (i) made any loan or advance to any Person (other than advance of business expenses in the ordinary course of NSS’ business)to, or (ii) assumed, guaranteed, endorsed or otherwise become liable with respect to the liabilities or obligations of any Personof, or (iii) issued (or arranged for the issuance of) any bond or letter of credit to any Person; (oq) purchased or otherwise acquired any corporate security or other equity interest in any Person; (r) changed its pricing, credit, or payment policies; (s) incurred any indebtedness other than to trade creditors and financial institutions in the ordinary course of business and in a manner consistent with past practices; (t) except as otherwise required by Law, entered into, amended, modified, varied, altered, or otherwise changed any of the Plans; (pu) changed its banking arrangements and signatories or granted any powers of attorney; (v) purchased, sold, leased, or otherwise disposed of any of its material properties or any right, title or interest therein other than in the ordinary course of business; (qw) failed to maintain its books in a manner that fairly and accurately reflects its income, expenses and liabilities in accordance with applicable accounting standards, including, without limitation, GAAP, and using accounting policies, practices and calculations, all calculations applied in on a manner basis consistent with past periods and throughout the periods involved, except where the failure to do so would not reasonably be expected to result in a Material Adverse Change; (rx) failed to perform duly maintain in full force and punctually in all material respects effect insurance policies on all of its material contractual obligations properties providing coverage and amounts of coverage comparable to the coverage and amounts of coverage provided under its policies of insurance in accordance with effect through the terms thereofClosing Date; (y) [intentionally omitted]; (z) failed to maintain and keep its properties in good condition and working order, except where the failure to do so would not reasonably be expected to result in a Material Adverse Changefor ordinary wear and tear; (aa) materially modified or changed its business organization or materially and adversely modified or changed its relationship with its suppliers, customers and others having business relations with it; or (sbb) authorized, agreed or otherwise committed to any of the foregoing.

No Unusual Transactions. Except (i) as set forth on Schedule 4.33 3.33 of the Disclosure Schedules, (ii) in connection with the Contemplated Transactions or (iii) as set forth in this Agreement (including the Disclosure Schedules), since December 31, 2006, NSS PMG has conducted its business in the ordinary course and in a manner consistent with past practice and, without limiting the generality of the foregoing, NSS PMG has not: (a) incurred or discharged any secured or material unsecured liability or obligation (whether accrued, absolute or contingent) other than (i) liabilities and obligations disclosed in the Interim Financial Statements or the Estimated Closing Balance Sheet and liabilities and obligations incurred since December 31, 2006, or (ii) those liabilities arising in the ordinary course of business consistent with past practice under any contract, lease, commitment or agreement disclosed in the Disclosure Schedules to this Agreement or not required to be disclosed therein because of the term or amount involved; (b) waived or cancelled any claim, account receivable or trade account involving amounts in excess of $100,00025,000; (c) made any single capital expenditures expenditure in excess of $100,00025,000; (d) sold or otherwise disposed of or lost any material asset or used any of its material assets other than, in each case, for proper corporate purposes and in the ordinary course of business and in a manner consistent with past practices; (e) entered into any transaction, contract, agreement, indenture, instrument or commitment involving amounts in excess of $100,000 25,000 in the aggregate other than in the ordinary course of business and in a manner consistent with past practices or in connection with the Contemplated Transactions; (f) suffered any extraordinary losses whether or not covered by insurance; (g) modified its charter, bylaws or capital structure; (h) except for the Employee Closing Bonuses, made (i) (A) any increase in the rate or change in the form of compensation or remuneration payable to or to become payable to any of its directors or officers, or (B) any increase in the rate or change in the form of compensation or remuneration payable to or to become payable to any of its employees, other than such increases or changes in the ordinary course of business and consistent with past practices, or (ii) any bonus or other incentive payments or arrangements with any of its directors, officers or employees; (i) reserved, declared, made or paid any dividend or redeemed, retired, repurchased, purchased, or otherwise acquired any of its Capital Stockcapital stock, or any of its other corporate securities; (j) removed any director or terminated any officer; (k) entered into, terminated, cancelled, amended or modified any contract involving amounts in excess of $100,000 in the aggregatematerial contract, other than in the ordinary course of business or in connection with the Contemplated Transactions; (l) made any change in its accounting policies, practices and calculations as utilized in the preparation of NSS’ PMG’s Audited Financial Statements as of December 31, 2006; (m) voluntarily permitted any Person to subject the Shares or the properties of NSS PMG to any additional Lien; (n) (i) made any loan or advance to any Person (other than advance of business expenses in the ordinary course of NSS’ PMG’s business), (ii) assumed, guaranteed, endorsed or otherwise become liable with respect to the liabilities or obligations of any Person, or (iii) issued (or arranged for the issuance of) any bond or letter of credit to any Person; (o) except as otherwise required by Law, entered into, amended, modified, varied, altered, or otherwise changed any of the Plans; (p) changed its banking arrangements and signatories or granted any powers of attorney; (q) purchased, sold, leased, or otherwise disposed of any of its material properties or any right, title or interest therein other than in the ordinary course of business; (qr) failed to maintain its books in a manner that fairly and accurately reflects its income, expenses and liabilities in accordance with applicable accounting standards, including, without limitation, GAAP, and using accounting policies, practices and calculations, all applied in a manner consistent with past periods and throughout the periods involved, except where the failure to do so would not reasonably be expected to result in a Material Adverse Change; (rs) failed to perform duly and punctually in all material respects all of its material contractual obligations in accordance with the terms thereof, except where the failure to do so would not reasonably be expected to result in have a Material Adverse ChangeEffect; or (st) authorized, agreed or otherwise committed to any of the foregoing.