Common use of Operations of the Company Clause in Contracts

Operations of the Company. Except as disclosed in Section 4.28 of the Company Disclosure Schedule and except as may result from the transactions contemplated by this Agreement, since September 30, 2001, the Company has not: (i) amended its Certificate of Incorporation or by-laws or merged with or into or consolidated with any other person, subdivided or in any way reclassified any shares of its capital stock or changed or agreed to change in any manner the rights of its outstanding capital stock or the character of its business; (ii) issued or sold or purchased, or issued options or rights to subscribe to, or entered into any contracts or commitments to issue or sell or purchase, any shares of its capital stock or any of its bonds, notes, debentures or other evidences of indebtedness; (iii) entered into or amended any agreement with any labor union or association representing any employee, or, except for Plans referred to in Section 4.23 of the Company Disclosure Schedule, made any wage or salary increase or bonus, or increase in any other direct or indirect compensation, for or to any of its officers, directors, employees, consultants, agents or other representatives in excess of $10,000, or commitment or agreement to make or pay the same; (iv) except in the ordinary course of business consistent with past practice, declared or made any Distributions to any stockholder or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock; (v) made any change in its accounting methods or practices or made any change in depreciation or amortization policies, except as required by law or GAAP; (vi) made any loan or advance to its stockholders or to any of the directors, officers or employees of the Company, consultants, agents or other representatives, or otherwise than in the ordinary course of business made any other loan or advance; (vii) except in the ordinary course of business consistent with past practice, (A) entered into any Lease; (B) sold, abandoned or made any other disposition of any of its assets or properties; or (C) granted or suffered any Lien or other encumbrance on any of its assets or properties; (viii) made or entered into any agreement to make any acquisition of all or a substantial part of the assets, properties, securities or business of any other person; (ix) paid, directly or indirectly, any of its Liabilities before the same became due in accordance with its terms or otherwise than in the ordinary course of business; (x) terminated or failed to renew, or received any written threat (that was not subsequently withdrawn) to terminate or fail to renew, any contract or other agreement that is or was material to the assets, liabilities, properties, business, operations, condition (financial or otherwise), or operations of the Company; (xi) made any revaluation of any assets or write-down of the value of any receivables of the Company in excess of $10,000, other than revaluations of the Company's investment portfolio on a quarterly basis in the normal course of business consistent with past practice; (xii) except in the ordinary course of business consistent with past practice, accelerated the collection, or sale to third parties, of any receivables of the Company, or delayed the payment of any payables of the Company; (xiii) entered into any other contract or other agreement or other transaction that obligates the Company to pay an amount in excess of $10,000, which contract is not terminable by the Company upon not more than 30 days' notice; or (xiv) suffered any damage, destruction or loss, whether covered by insurance or not, which has had or could have a Company Material Adverse Effect.

Operations of the Company. Except as disclosed in Section 4.16 or 4.28 of the Company Disclosure Schedule and except as may result from the transactions contemplated by this Agreement, since September 30July 1, 20012000, the Company has not: (i) amended its Certificate certificate of Incorporation incorporation or by-laws or merged with or into or consolidated with any other personPerson, subdivided or in any way reclassified any shares of its capital stock or changed or agreed to change in any manner the rights of its outstanding capital stock or the character of its business; (ii) (A) issued or sold or purchased, or issued options or rights to subscribe to, or entered into any contracts or commitments to issue or sell or purchase, any shares of its capital stock or any of its bonds, notes, debentures or other evidences of indebtedness or (B) modified the terms of its options, rights or any contracts or commitments to issue or sell or purchase any shares of its capital stock or any of its bonds, notes, debentures or other evidences of indebtedness; (iii) entered into or amended any agreement with any labor union or association representing any employee, or, except for Plans referred to in Section 4.23 of the Company Disclosure Schedule, made any wage or salary increase or bonus, or increase in any other direct or indirect compensation, for or to any of its officers, directors, employees, individuals who are consultants, agents or other representatives in each case in excess of $10,00010,000 for any such individual, or commitment or agreement to make or pay the same; (iv) except in the ordinary course of business consistent with past practice, declared or made any Distributions to any stockholder or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock; (v) made any change in its accounting methods or practices or made any change in depreciation or amortization policies, except as required by law or GAAP; (vi) made any loan or advance to its stockholders or to any of the directors, officers or employees of the Company, consultants, agents or other representatives, or otherwise than in the ordinary course of business made any other loan or advance; (vii) except in the ordinary course of business consistent with past practice, (A) entered into any Lease; (B) sold, abandoned or made any other disposition of any of its assets or properties; or (C) granted or suffered any Lien lien or other encumbrance on any of its assets or properties; (D) entered into or amended any contract or other agreement to which it is a party, or by or to which it or its assets or properties are bound or subject which if existing on the date hereof would need to be disclosed in Section 4.16 of the Company Disclosure Schedule; (viii) made or entered into any agreement to make any acquisition of all or a substantial part of the assets, properties, securities or business of any other person; (ix) paid, directly or indirectly, any of its Liabilities before the same became due in accordance with its terms or otherwise than in the ordinary course of business; (x) terminated or failed to renew, or received any written threat (that was not subsequently withdrawn) to terminate or fail to renew, any contract or other agreement that is or was material to the assets, liabilities, properties, business, operations, condition (financial or otherwise), operations or operations prospects of the Company; (xi) made any revaluation of any assets or write-down of the value of any loans or receivables of the Company in excess of $10,000, other than revaluations of the Company's investment portfolio on a quarterly basis in the normal course of business consistent with past practice50,000; (xii) except in the ordinary course of business consistent with past practice, accelerated the collection, or sale to third parties, of any receivables of the Company, or delayed the payment of any payables of the Company; (xiii) entered into any other contract or other agreement or other transaction that obligates the Company to pay an amount in excess of $10,00050,000, which contract is not terminable by the Company upon not more than 30 days' notice; or (xiv) suffered any damage, destruction or loss, whether covered by insurance or not, which has had or could have a Company Material Adverse Effect.

Operations of the Company. Except as disclosed in Section 4.28 of the Company Disclosure set forth on Schedule and except as may result from the transactions contemplated by this Agreement3.26, since September 30, 2001, the Balance Sheet Date the Company has not: (i) amended its Certificate of Incorporation declared or by-laws paid any dividends or merged with declared or into or consolidated with made any other persondistributions of any kind to its shareholders, subdivided or in made any way reclassified direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock or changed or agreed to change in any manner the rights of its outstanding capital stock or the character of its businessstock; (ii) issued made any change in its accounting methods or sold or purchased, or issued options or rights to subscribe to, or entered into any contracts or commitments to issue or sell or purchase, any shares of its capital stock or any of its bonds, notes, debentures or other evidences of indebtednesspractices; (iii) entered into or amended materially changed any agreement with any labor union or association representing any employee, or, except for Plans referred to in Section 4.23 of the Company Disclosure Schedule, its business policies; (iv) made any wage or salary increase or bonus, or increase in any other direct or indirect compensation, for or to any of its officers, directors, employees, consultants, agents or other representatives in excess of $10,000representatives, or any accrual for or commitment or agreement to make or pay the same; (iv) except in the ordinary course of business consistent with past practice, declared or made any Distributions to any stockholder or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock; (v) made any change in loan or advance to any of its accounting methods shareholders, officers, directors, employees, consultants, agents or practices or made any change in depreciation or amortization policies, except as required by law or GAAPother representatives; (vi) made any loan payment or advance commitment to its stockholders pay any severance or termination pay to any of the its officers, directors, officers or employees of the Companyemployees, consultants, agents or other representatives, or otherwise than in the ordinary course of business made any other loan or advance; (vii) except in the ordinary course of business consistent with past practicebusiness, (A) and in the case of liens, as stated in Section 3.18: entered into any Leaselease (as Lessor or lessee); (B) sold, abandoned disposed of or made any other disposition of any of its assets or properties; or (C) granted or suffered any Lien lien or other encumbrance on any of its assets or properties; entered into or amended any contract or other agreement to which it is a party, or by or to which it or its assets or properties are bound or subject, or pursuant to which it agrees to indemnify any party or to refrain from competing with any party; (viii) except for any advances made by the Buyer and accounts payable for rent, utilities, taxes and salaries in the ordinary course of business, and the fees and disbursements of Sullxxxx & Xorcester LLP for services in connection with the negotiation, drafting and closing under this Agreement, incurred or entered into assumed any agreement to make indebtedness for borrowed money, debt, obligation or liability; (ix) made any acquisition of all or a substantial any part of the assets, properties, securities capital stock or business of any other person; (ix) paid, directly or indirectly, any person out of its Liabilities before the same became due in accordance with its terms or otherwise than in the ordinary course of business; (x) suffered or incurred any damage, destruction or loss materially adversely affecting the assets, properties, business, operations or condition (financial or otherwise) of the Company; (xi) made any change in the types, nature, composition or quality of its products which could have a material effect on the business or condition (financial or otherwise) of the Company; (xii) terminated or failed to renew, or received any written threat (that was not subsequently withdrawn) to terminate or fail to renew, any contract or other agreement that is or was material to the assets, liabilities, properties, business, operations, operations or condition (financial or otherwise), or operations ) of the Company;; or (xi) made any revaluation of any assets or write-down of the value of any receivables of the Company in excess of $10,000, other than revaluations of the Company's investment portfolio on a quarterly basis in the normal course of business consistent with past practice; (xiixiii) except in the ordinary course of business consistent with past practicebusiness, accelerated the collection, or sale to third parties, of any receivables of the Company, or delayed the payment of any payables of the Company; (xiii) entered into any other material contract or other agreement or other transaction that obligates the Company to pay an amount in excess of $10,000, which contract is not terminable by the Company upon not more than 30 days' notice; or (xiv) suffered any damage, destruction or loss, whether covered by insurance or not, which has had or could have a Company Material Adverse Effectmaterial transaction.

Operations of the Company. Except as contemplated by this Agreement or as disclosed in Section 4.28 of the Company Disclosure Schedule and except as may result from the transactions contemplated by this AgreementInterim Balance Sheet, since September 30, 2001the Interim Balance Sheet Date, the Company has conducted its business only in the ordinary course and has not: (ia) suffered or incurred any material adverse change in the business, properties, condition (financial or otherwise), results of operations or prospects of the Company and its Subsidiaries, taken as a whole (a "Company Material Adverse Change"), and the Company knows of no such change that is threatened; (b) amended its Certificate certificate of Incorporation incorporation or by-laws or merged with or into or consolidated with any other person, subdivided or in any way reclassified any shares of its capital stock or changed or agreed to change in any manner the rights of its outstanding capital stock or the character of its businessother securities; (iic) issued or sold or purchased, or issued options or rights to subscribe to, or entered into incurred any contracts or commitments to issue or sell or purchase, any shares of its capital stock or any of its bonds, notes, debentures or indebtedness for borrowed money other evidences of indebtedness; (iii) entered into or amended any agreement with any labor union or association representing any employee, or, except for Plans referred to in Section 4.23 of the Company Disclosure Schedule, made any wage or salary increase or bonus, or increase in any other direct or indirect compensation, for or to any of its officers, directors, employees, consultants, agents or other representatives in excess of $10,000, or commitment or agreement to make or pay the same; (iv) except than in the ordinary course of business consistent with past practice, under the letters of credit referred to in the Company Disclosure Letter; (d) declared or paid any dividends or declared or made any Distributions other distributions or any kind to any stockholder its shareholders, or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stockstock or other securities; (ve) reduced its cash or short-term investments or their equivalent, other than to meet cash needs arising in the ordinary course or business, consistent with past practices; (f) except as required by GAAP, made any change in its accounting methods or practices or made any change in depreciation or amortization policies, except as required policies or rates adopted by law or GAAPit; (vig) made any loan payment or advance commitment to its stockholders pay any severance or termination pay to any of the its officers, directors, officers or employees of the Companyemployees, consultants, agents or other representatives, other than payments or otherwise commitments to pay persons other than its officers, directors or shareholders made in the ordinary course of business made any other loan or advancebusiness; (viih) made any acquisition of all or substantially all of the assets, properties, capital stock or business of any other person; (i) agreed to the sale, lease, transfer or other disposition (other than sales of assets in the ordinary course of business), in one or more transactions, of the business or assets of the Company (including by way of a merger, consolidation, tender or exchange offer, sale of stock, liquidation or dissolution or similar transaction); (j) entered into any employment agreement with any executive officers of the Company or any of its Subsidiaries, or granted any such executive officers any material increase in compensation, except in the ordinary course of business consistent with past practice, (A) entered into any Lease; (B) sold, abandoned or made any other disposition of any of its assets or properties; or (C) granted or suffered any Lien or other encumbrance on any of its assets or properties; (viii) made or entered into any agreement to make any acquisition of all or a substantial part of the assets, properties, securities or business of any other person; (ix) paid, directly or indirectly, any of its Liabilities before the same became due in accordance with its terms or otherwise than in the ordinary course of business; (x) terminated or failed to renew, or received any written threat (that was not subsequently withdrawn) to terminate or fail to renew, any contract or other agreement that is or was material to the assets, liabilities, properties, business, operations, condition (financial or otherwise), or operations of the Company; (xi) made any revaluation of any assets or write-down of the value of any receivables of the Company in excess of $10,000, other than revaluations of the Company's investment portfolio on a quarterly basis in the normal course of business consistent with past prior practice; (xiik) except in adopted any stock option or other stock-based employee benefits plans or agreed to accelerate the ordinary course of business consistent with past practice, accelerated the collection, vesting or sale to third parties, exercisability of any receivables of the Company, employee or delayed the payment of any payables of the Companydirector stock option; (xiiil) entered into any other contract or other agreement or other transaction that obligates the Company to pay an amount in excess of $10,000, which contract is not terminable by the Company upon not more than 30 days' notice; or (xiv) suffered incurred any damage, destruction or loss, whether or not covered by insurance or notinsurance, which that has had or could have a Company Material Adverse Effect; or (m) issued, sold or otherwise disposed of any Company Securities or any debt or equity securities of any of its Subsidiaries.

Operations of the Company. Except as disclosed in set forth on Schedule 3.30 (and subject to the terms of Section 4.28 of the Company Disclosure Schedule and except as may result from the transactions contemplated by this Agreement1.6 hereof), since September 30, 2001the Balance Sheet Date, the Company has not: (a) declared or paid any dividends or declared or made any other distributions of any kind to its shareholders, or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock or granted any general increase in the compensation payable, or to become payable, to officers or other Employees; (b) except for short-term bank borrowings in the ordinary course of business, incurred any indebtedness for borrowed money; (c) reduced its cash or short-term investments or their equivalents other than (i) to meet, consistent with past practices, cash needs arising in the ordinary course of business, and (ii) to the extent of cash distributions made pursuant to Section 1.6 hereof; (d) cancelled any material debt to the Company or waived any material right of the Company under any Contract or other agreement of the type required to be set forth on any Schedule other than the payoff of a liability to The Chase Manhattan Bank N.A. ("Chase Bank") as described in Section 6.4 hereof; (e) made any change in its accounting methods or practices or made any change in depreciation or amortization policies or rates adopted by it; (f) materially changed any of its business policies, including advertising, investment, marketing, pricing, purchasing, personnel, sales, returns, budget or product acquisition policies; (g) made any loan or advance to, or guaranteed any indebtedness or other obligation of, any of its shareholders, officers, directors, present or former Employees, consultants, agents or other representatives (other than travel advances made in the ordinary course of business), or made any other loan or advance, or guaranteed the indebtedness or other obligation of any party; (h) allowed or permitted any of its properties to become subject to any Lien (except for Liens excepted in Section 3.21 hereof), or, except for inventory in the ordinary course of business, sold, abandoned or made any other disposition of any of its properties or assets material to the Condition of the Company or made any acquisition of all or any part of the properties, capital stock or business of any other person; (i) paid, directly or indirectly, any of its material Liabilities (other than its indebtedness to Chase Bank for money borrowed) before the same became due in accordance with its terms or otherwise than in the ordinary course of business or written down the value of any inventory or written off as uncollectible any accounts receivable, except as required by GAAP; (j) terminated or failed to renew any Contract or other agreement that is or was material to the Condition of the Company; (k) amended its Certificate Articles of Incorporation or byBy-laws (or comparable instruments) or merged with or into or consolidated with any other person, subdivided or in any way reclassified any shares of its capital stock or changed or agreed to change in any manner the rights of its outstanding capital stock or the character of its business; (iil) issued or sold or purchased, or issued options or rights to subscribe to, or entered into any contracts or commitments to issue or sell or purchase, any shares of its capital stock or any of its bonds, notes, debentures or other evidences of indebtedness; (iii) entered into or amended any agreement with any labor union or association representing any employee, or, except for Plans referred to in Section 4.23 of the Company Disclosure Schedule, made any wage or salary increase or bonus, or increase engaged in any other direct or indirect compensation, for or to any of its officers, directors, employees, consultants, agents or material transaction other representatives in excess of $10,000, or commitment or agreement to make or pay the same; (iv) except in the ordinary course of business consistent with past practice, declared or made any Distributions to any stockholder or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock; (v) made any change in its accounting methods or practices or made any change in depreciation or amortization policies, except as required by law or GAAP; (vi) made any loan or advance to its stockholders or to any of the directors, officers or employees of the Company, consultants, agents or other representatives, or otherwise than in the ordinary course of business made any other loan or advance; (vii) except in the ordinary course of business consistent with past practice, (A) entered into any Lease; (B) sold, abandoned or made any other disposition of any of its assets or properties; or (C) granted or suffered any Lien or other encumbrance as disclosed on any of its assets or properties; (viii) made or entered into any agreement to make any acquisition of all or a substantial part of the assets, properties, securities or business of any other person; (ix) paid, directly or indirectly, any of its Liabilities before the same became due in accordance with its terms or otherwise than in the ordinary course of business; (x) terminated or failed to renew, or received any written threat (that was not subsequently withdrawn) to terminate or fail to renew, any contract or other agreement that is or was material to the assets, liabilities, properties, business, operations, condition (financial or otherwise), or operations of the Company; (xi) made any revaluation of any assets or write-down of the value of any receivables of the Company in excess of $10,000, other than revaluations of the Company's investment portfolio on a quarterly basis in the normal course of business consistent with past practice; (xii) except in the ordinary course of business consistent with past practice, accelerated the collection, or sale to third parties, of any receivables of the Company, or delayed the payment of any payables of the Company; (xiii) entered into any other contract or other agreement or other transaction that obligates the Company to pay an amount in excess of $10,000, which contract is not terminable by the Company upon not more than 30 days' noticeSchedule hereto; or (xivm) suffered committed to take, or taken any damageaction to authorize the taking of, destruction or loss, whether covered by insurance or not, which has had or could have a Company Material Adverse Effectany of the foregoing actions.

Operations of the Company. (a) Except as disclosed in Section 4.28 of the Company Disclosure set forth on Schedule and except as may result from the transactions contemplated by this Agreement3.16 annexed hereto, since September 30March 31, 20012003, the Company has not: (i) amended its Certificate of Incorporation Formation, Operating Agreement or byBy-laws Laws or merged with or into or consolidated with any other person, subdivided or in any way reclassified any shares of its capital stock or changed or agreed to change in any manner the rights of its outstanding capital stock or the character of its business; (ii) issued or sold or purchased, or issued options or rights to subscribe to, or entered into any contracts or commitments to issue or sell or purchase, any shares of its capital stock or any of its bonds, notes, debentures or other evidences of indebtednessstock; (iii) entered into or amended any employment agreement (other than employment agreements or at will employment arrangements entered into or amended in the ordinary course of the Company's business), entered into or amended any agreement with any labor union or association representing any employee, oradopted, entered into, or amended any employee benefit plan; (iv) except in the ordinary course of business and not in excess of $10,000 (individually or in the aggregate), incurred any indebtedness for Plans referred borrowed money; (v) declared or paid any dividends or declared or made any other distributions of any kind to the Members (other than salaries for services paid in Section 4.23 the ordinary and consistent with past practice), or made any direct or indirect redemption, retirement, purchase or other acquisition of the Company Disclosure Schedule, any of its limited liability company interests; (vi) materially reduced its cash or short term investments or their equivalent; (vii) waived any right of material value to its business; (viii) made any change in its accounting methods or practices or made any change in depreciation or amortization policies or rates adopted by it; (ix) materially changed any of its business policies; (x) granted or paid any wage or salary increase or bonusin excess of $5,000 per annum, or any bonus in excess of $5,000, or any increase in any other direct or indirect compensation, for or to any of its officers, directors, employees, consultants, agents agents, brokers, independent contractors or other representatives in excess of $10,000representatives, or any accrual for or commitment or agreement to make or pay the same; (iv) except in the ordinary course of business consistent with past practice, declared or made any Distributions to any stockholder or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock; (v) made any change in its accounting methods or practices or made any change in depreciation or amortization policies, except as required by law or GAAP; (vixi) made any loan or advance to its stockholders or to any of the directorsMembers, officers or employees of the Companyits, officers, managers, employees, consultants, agents agents, brokers, independent contractors or other representativesrepresentatives (other than travel, entertainment or otherwise than business expense advances made in the ordinary course of business business), or made any other loan or advance; (vii) except advance otherwise than consistently with past practice in the ordinary course of business consistent with past practicebusiness; (xii) made any payment or commitment to pay any severance or termination pay to any of its officers, directors, consultants, agents, brokers, independent contractors or other representatives, other than payments or commitments to pay persons other than its officers, managers or the Members made in the ordinary course of business; (Axiii) entered into any Leaselease (as lessor or lessee); (B) sold, abandoned or made any other disposition of any of its assets or propertiesproperties (except in the ordinary course of business); or (C) granted or suffered any Lien lien or other encumbrance on any of its assets or properties; entered into (except in the ordinary course of business) or amended any contract or other agreement to which it is a party, or by or to which it or its assets or properties are bound or subject, or pursuant to which it agrees to indemnify any party or to refrain from competing with any party; (viiixiv) except in the ordinary course of business and in amounts less than $5,000 in each case, incurred or assumed any Liability; (xv) made any acquisition of or entered into any agreement to make any acquisition of acquire all or a substantial any part of the assets, properties, securities capital stock or business of any other person; (ixxvi) paid, directly or indirectly, failed to pay timely any of its Liabilities before the same became due material liabilities in accordance with its terms or otherwise than in the ordinary course of business;their terms; and (x) terminated or failed to renew, or received any written threat (that was not subsequently withdrawn) to terminate or fail to renew, any contract or other agreement that is or was material to the assets, liabilities, properties, business, operations, condition (financial or otherwise), or operations of the Company; (xi) made any revaluation of any assets or write-down of the value of any receivables of the Company in excess of $10,000, other than revaluations of the Company's investment portfolio on a quarterly basis in the normal course of business consistent with past practice; (xiixvii) except in the ordinary course of business consistent with past practicebusiness, accelerated the collection, or sale to third parties, of any receivables of the Company, or delayed the payment of any payables of the Company; (xiii) entered into any other material contract or other agreement or other transaction that obligates the Company to pay an amount in excess of $10,000, which contract is not terminable by the Company upon not more than 30 days' notice; or (xiv) suffered any damage, destruction or loss, whether covered by insurance or not, which has had or could have a Company Material Adverse Effectmaterial transaction.

Operations of the Company. Except as disclosed in Section 4.16 or 4.28 of the Company Disclosure Schedule and except as may result from the transactions contemplated by this Agreement, since September June 30, 20011999, the Company has not: (i) amended its Certificate of Incorporation or by-laws or merged with or into or consolidated with any other person, subdivided or in any way reclassified any shares of its capital stock or changed or agreed to change in any manner the rights of its outstanding capital stock or the character of its business; (ii) issued or sold or purchased, or issued options or rights to subscribe to, or entered into any contracts or commitments to issue or sell or purchase, any shares of its capital stock or any of its bonds, notes, debentures or other evidences of indebtednessindebtedness other than (x) options granted pursuant to the Company's Stock Option Plan or (y) Company Common Stock issued upon exercise of Company Stock Options; (iii) entered into or amended any agreement with any labor union or association representing any employee, or, except for Plans referred to in Section 4.23 of the Company Disclosure Schedule, made any wage or salary increase or bonus, or increase in any other direct or indirect compensation, for or to any of its officers, directors, employees, consultants, agents or other representatives in excess of $10,000, or commitment or agreement to make or pay the same; (iv) except for dividends paid by the Company in the ordinary course of business consistent with past practice, declared or made any Distributions to any stockholder or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock; (v) made any change in its accounting methods or practices or made any change in depreciation or amortization policies, except as required by law or GAAP; (vi) made any loan or advance to its stockholders or to any of the directors, officers or employees of the Company, consultants, agents or other representatives, or otherwise than in the ordinary course of business made any other loan or advance; (vii) except in the ordinary course of business consistent with past practice, (A) entered into any Lease; (B) sold, abandoned or made any other disposition of any of its assets or properties; or (C) granted or suffered any Lien lien or other encumbrance on any of its assets or properties; (D) entered into or amended any contract or other agreement to which it is a party, or by or to which it or its assets or properties are bound or subject which if existing on the date hereof would need to be disclosed in Section 4.16 of the Company Disclosure Schedule; (viii) made or entered into any agreement to make any acquisition of all or a substantial part of the assets, properties, securities or business of any other person, other than investments in portfolio companies identified on Section 4.17 of the Company Disclosure Schedule; (ix) paid, directly or indirectly, any of its Liabilities before the same became due in accordance with its terms or otherwise than in the ordinary course of business; (x) terminated or failed to renew, or received any written threat (that was not subsequently withdrawn) to terminate or fail to renew, any contract or other agreement that is or was material to the assets, liabilities, properties, business, operations, condition (financial or otherwise), operations or operations prospects of the Company; (xi) made any revaluation of any assets or write-down of the value of any receivables of the Company in excess of $10,000, other than revaluations of the Company's investment portfolio on a quarterly basis in the normal course of business consistent with past practice; (xii) except in the ordinary course of business consistent with past practice, accelerated the collection, or sale to third parties, of any receivables of the Company, or delayed the payment of any payables of the Company; (xiii) except in connection with the Company's investment portfolio, entered into any other contract or other agreement or other transaction that obligates the Company to pay an amount in excess of $10,00015,000 in any one individual instance and $50,000 in the aggregate of all such instances, which contract is not terminable by the Company upon not more than 30 days' notice; or (xiv) suffered any damage, destruction or loss, whether covered by insurance or not, which has had or could have a Company Material Adverse Effect.

Operations of the Company. Except as disclosed in Section 4.28 of the Company Disclosure set forth on Schedule and except 3.27 or as may result from the transactions contemplated by this Agreement, since September 30from the Balance Sheet Date through the date hereof, 2001, neither the Company has notnor any Significant Subsidiary has: (i) amended its Certificate of Incorporation or by-laws Bylaws or merged with or into or consolidated with any other personPerson, subdivided or in any way reclassified any shares of its capital stock or changed or agreed to change in any manner the rights of its outstanding capital stock or the character of its business; (ii) issued or sold or purchased, or issued options or rights to subscribe to, or entered into any contracts or commitments to issue or sell or purchase, any shares of its capital stock or any of its bonds, notes, debentures or other evidences of indebtedness; (iii) entered into or amended any employment agreement, entered into any agreement with any labor union or association representing any employee, or, employee or entered into or amended any Benefit Plan; (iii) except for Plans referred short-term bank borrowings in the ordinary course of business, incurred any Indebtedness; (iv) declared or paid any dividends or declared or made any distributions of any kind to its stockholders; (v) reduced its cash or short-term investments or their equivalent, other than to meet cash needs arising in Section 4.23 the ordinary course of the Company Disclosure Schedulebusiness, consistent with past practices; (vi) waived any right of material value to its business; (vii) made any change in its accounting methods or practices or made any change in depreciation or amortization policies or rates adopted by it; (viii) materially changed any of its business policies, including, without limitation, advertising, marketing, pricing, purchasing, personnel, sales, returns, budget or product acquisition policies; (ix) made any wage or salary increase or bonus, or increase in any other direct or indirect compensation, for or to any officer, director or employee of the Company, or any accrual for or commitment or agreement to make or pay the same, other than to Persons not officers, directors or stockholders of the Company made in the ordinary course of business; (x) made any loan or advance to any of its officers, directors, employees, consultants, agents or stockholders, other representatives than travel advances made in excess the ordinary course of $10,000, or commitment or agreement to make or pay the samebusiness; (ivxi) made any payment or commitment to pay any severance or termination pay to any of its officers, directors, employees, consultants or agents, other than to Persons not officers, directors or stockholders of the Company made in the ordinary course of business; (xii) except in the ordinary course of business consistent with past practice, declared or made any Distributions to any stockholder or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock; (v) made any change in its accounting methods or practices or made any change in depreciation or amortization policies, except as required by law or GAAP; (vi) made any loan or advance to its stockholders or to any of the directors, officers or employees of the Company, consultants, agents or other representatives, or otherwise than in the ordinary course of business made any other loan or advance; (vii) except in the ordinary course of business consistent with past practice, (A) business: entered into any Leaselease (as lessor or lessee); (B) sold, abandoned or made any other disposition of any of its assets or properties; or (C) granted or suffered any Lien lien or other encumbrance on any of its assets or properties; entered into or amended any contract or other agreement to which it is a party or by or to which it or its assets or properties are bound or subject or pursuant to which it agrees to indemnify any party or refrain from competing with any party; (viiixiii) except in the ordinary course of business, incurred or assumed any debt, obligation or liability (whether absolute or contingent and whether or not currently due and payable); (xiv) except for inventory or equipment acquired in the ordinary course of business, made or entered into any agreement to make any acquisition of all or a substantial any part of the assets, properties, securities capital stock or business of any other person;Person; or (ix) paid, directly or indirectly, any of its Liabilities before the same became due in accordance with its terms or otherwise than in the ordinary course of business; (x) terminated or failed to renew, or received any written threat (that was not subsequently withdrawn) to terminate or fail to renew, any contract or other agreement that is or was material to the assets, liabilities, properties, business, operations, condition (financial or otherwise), or operations of the Company; (xi) made any revaluation of any assets or write-down of the value of any receivables of the Company in excess of $10,000, other than revaluations of the Company's investment portfolio on a quarterly basis in the normal course of business consistent with past practice; (xiixv) except in the ordinary course of business consistent with past practicebusiness, accelerated the collection, or sale to third parties, of any receivables of the Company, or delayed the payment of any payables of the Company; (xiii) entered into any other material contract or other agreement or other transaction that obligates the Company to pay an amount in excess of $10,000, which contract is not terminable by the Company upon not more than 30 days' notice; or (xiv) suffered any damage, destruction or loss, whether covered by insurance or not, which has had or could have a Company Material Adverse Effectmaterial transaction.

Operations of the Company. Except as disclosed in Section 4.28 of the Company Disclosure set forth on Schedule and except 3.20 or as may result from the transactions contemplated by this Agreement, since September 30from the Balance Sheet Date through the date hereof, 2001, neither the Company has notnor any Subsidiary has: (i) amended its Certificate of Incorporation or by-laws Bylaws or merged with or into or consolidated with any other personPerson, subdivided or in any way reclassified any shares of its capital stock or changed or agreed to change in any manner the rights of its outstanding capital stock or the character of its business; (ii) issued or sold or purchased, or issued options or rights to subscribe to, or entered into any contracts or commitments to issue or sell or purchase, any shares of its capital stock or any of its bonds, notes, debentures or other evidences of indebtedness; (iii) entered into or amended any employment agreement, entered into any agreement with any labor union or association representing any employee, or, employee or entered into or amended any Benefit Plan; (iii) except for Plans referred short-term non-material borrowings in the ordinary course of business, incurred any Indebtedness; (iv) declared or paid any dividends or declared or made any distributions of any kind to its stockholders; (v) reduced its cash or short-term investments or their equivalent, other than to meet cash needs arising in Section 4.23 the ordinary course of the Company Disclosure Schedulebusiness, consistent with past practices; (vi) waived any right of material value to its business; (vii) made any change in its accounting methods or practices or made any change in depreciation or amortization policies or rates adopted by it; (viii) materially changed any of its business policies, including, without limitation, advertising, marketing, pricing, purchasing, personnel, sales, returns, budget or product acquisition policies; (ix) made any wage or salary increase or bonus, or increase in any other direct or indirect compensation, for or to any officer, director or employee of the Company, or any accrual for or commitment or agreement to make or pay the same, other than to Persons not officers, directors or stockholders of the Company made in the ordinary course of business; (x) made any loan or advance to any of its officers, directors, employees, consultants, agents or stockholders, other representatives than travel advances made in excess the ordinary course of $10,000, or commitment or agreement to make or pay the samebusiness; (ivxi) made any payment or commitment to pay any severance or termination pay to any of its officers, directors, employees, consultants or agents, other than to Persons not officers, directors or stockholders of the Company made in the ordinary course of business; (xii) except in the ordinary course of business consistent with past practice, declared or made any Distributions to any stockholder or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock; (v) made any change in its accounting methods or practices or made any change in depreciation or amortization policies, except as required by law or GAAP; (vi) made any loan or advance to its stockholders or to any of the directors, officers or employees of the Company, consultants, agents or other representatives, or otherwise than in the ordinary course of business made any other loan or advance; (vii) except in the ordinary course of business consistent with past practice, (A) business: entered into any Leaselease (as lessor or lessee); (B) sold, abandoned or made any other disposition of any of its assets or properties; or (C) granted or suffered any Lien lien or other encumbrance on any of its assets or properties; entered into or amended any contract or other agreement to which it is a party or by or to which it or its assets or properties are bound or subject or pursuant to which it agrees to indemnify any party or refrain from competing with any party; (viiixiii) except in the ordinary course of business, incurred or assumed any debt, obligation or liability (whether absolute or contingent and whether or not currently due and payable); (xiv) except for inventory or equipment acquired in the ordinary course of business, made or entered into any agreement to make any acquisition of all or a substantial any part of the assets, properties, securities capital stock or business of any other personPerson; (ix) paid, directly or indirectly, any of its Liabilities before the same became due in accordance with its terms or otherwise than in the ordinary course of business; (x) terminated or failed to renew, or received any written threat (that was not subsequently withdrawn) to terminate or fail to renew, any contract or other agreement that is or was material to the assets, liabilities, properties, business, operations, condition (financial or otherwise), or operations of the Company; (xi) made any revaluation of any assets or write-down of the value of any receivables of the Company in excess of $10,000, other than revaluations of the Company's investment portfolio on a quarterly basis in the normal course of business consistent with past practice; (xiixv) except in the ordinary course of business consistent with past practicebusiness, accelerated the collection, or sale to third parties, of any receivables of the Company, or delayed the payment of any payables of the Company; (xiii) entered into any other material contract or other agreement or other transaction that obligates the Company to pay an amount in excess of $10,000, which contract is not terminable by the Company upon not more than 30 days' noticematerial transaction; or (xivxvi) suffered incurred on its Balance Sheet any damage, destruction or loss, whether covered by insurance or not, which has had or could have a Company Material Adverse EffectIndebtedness senior to the Loan.

Operations of the Company. Except as disclosed in Section 4.28 4.16 or 4.27 of the Company Disclosure Schedule or as set forth in the Company SEC Documents filed prior to the date of this Agreement, and except as may result from the transactions contemplated by this Agreement, since September 30December 31, 20012000, neither the Company has notnor any of its Subsidiaries has: (i) amended its Certificate certificate of Incorporation incorporation or by-laws or merged with or into or consolidated with any other personPerson, subdivided or in any way reclassified any shares of its capital stock or changed or agreed to change in any manner the rights of its outstanding capital stock or the character of its business; (ii) (A) issued or sold or purchased, or issued options or rights to subscribe to, or entered into any contracts or commitments to issue or sell or purchase, any shares of its capital stock or any of its bonds, notes, debentures or other evidences of indebtedness or (B) modified the terms of its options, rights or any contracts or commitments to issue or sell or purchase any shares of its capital stock or any of its bonds, notes, debentures or other evidences of indebtedness; (iii) entered into or amended any agreement with any labor union contract or association representing any employee, or, except for Plans referred commitment required to be disclosed in Section 4.23 4.16(a)(i) or Section 4.22(i) of the Company Disclosure Schedule, made any wage or salary increase or bonus, loan or increase in any other direct or indirect compensation, including but not limited to severance benefits, for or to any of its officers, directors, employees, individuals who are consultants, agents or other representatives in excess or any current stockholder of $10,000the Company, or any affiliate (excluding the Company and its Subsidiaries) or Family Members of the foregoing persons, such that after giving effect to such increase, bonus, or A-24 30 loan, would require disclosure of the agreement, contract or commitment in Section 4.16(a)(i) or agreement to make or pay Section 4.22(i) of the sameCompany Disclosure Schedule; (iv) in the case of the Company, except in the ordinary course of business consistent with past practice, declared or made any Distributions to any stockholder or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock; (v) made any change in its accounting methods or practices or made any change in depreciation or amortization policies, except as required by law or GAAP; (vi) made any loan or advance to its stockholders or to any of the directors, officers or employees of the CompanyCompany or any of its Subsidiaries, consultants, agents or other representatives, or otherwise than in the ordinary course of business made any other loan or advance; (vii) except in the ordinary course of business consistent with past practice, (A) entered into any Lease; (B) sold, abandoned or made any other disposition of any of its assets or properties; or (C) granted or suffered any Lien lien or other encumbrance on any of its assets or properties; (D) entered into or amended any contract or other agreement to which it is a party, or by or to which it or its assets or properties are bound or subject which if existing on the date hereof would need to be disclosed in Section 4.16 of the Company Disclosure Schedule; (viii) made or entered into any agreement to make any acquisition of all or a substantial part of the assets, properties, securities or business of any other person; (ix) paid, directly or indirectly, any of its Liabilities before the same became due in accordance with its terms or otherwise than in the ordinary course of business; (x) terminated or failed to renew, or received any written threat (that was not subsequently withdrawn) to terminate or fail to renew, any contract or other agreement that is or was material to the assets, liabilities, properties, business, operations, condition (financial or otherwise), operations or operations prospects of the CompanyCompany and its Subsidiaries, taken as a whole; (xi) made any revaluation of any assets or write-down of the value of any loans or receivables of the Company or any of its Subsidiaries in excess of $10,00050,000, other than revaluations of the Company's investment portfolio on a quarterly basis in the normal course of business consistent with past practiceunless required by GAAP; (xii) except in the ordinary course of business consistent with past practice, accelerated the collection, or made any sale to third parties, of any receivables of the CompanyCompany or any of its Subsidiaries, or delayed the payment of any payables of the Company; (xiii) entered into any other contract or other agreement or other transaction that obligates the Company or any of its Subsidiaries to pay an amount in excess of $10,00050,000, which contract is not terminable by the Company or its applicable Subsidiary upon not more than 30 days' notice; or (xiv) suffered any damage, destruction or loss, whether covered by insurance or not, which has had or could have a Company Material Adverse Effect.; or

Operations of the Company. Except as disclosed in Section 4.16 or 4.28 of the Company Disclosure Schedule and except as may result from the transactions contemplated by this Agreement, since September June 30, 20011997, the Company has not: (i) amended its Certificate of Incorporation or by-laws or merged with or into or consolidated with any other person, subdivided or in any way reclassified any shares of its capital stock or changed or agreed to change in any manner the rights of its outstanding capital stock or the character of its business; (ii) issued or sold or purchased, or issued options or rights to subscribe to, or entered into any contracts or commitments to issue or sell or purchase, any shares of its capital stock or any of its bonds, notes, debentures or other evidences of indebtedness, other than (x) options granted pursuant to the Company's 1997 Stock Option Plan or (y) Company Common Stock issued upon exercise of Company Stock Options; (iii) entered into or amended any agreement with any labor union or association representing any employee, or, except for Plans referred to in Section 4.23 of the Company Disclosure Schedule, made any wage or salary increase or bonus, or increase in any other direct or indirect compensation, for or to any of its officers, directors, employees, consultants, agents or other representatives in excess of $10,000, or commitment or agreement to make or pay the same; (iv) except in the ordinary course of business consistent with past practice, declared or made any Distributions to any stockholder or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock; (v) made any change in its accounting methods or practices or made any change in depreciation or amortization policies, except as required by law or GAAP; (vi) made any loan or advance to its stockholders or to any of the directors, officers or employees of the Company, consultants, agents or other representatives, or otherwise than in the ordinary course of business made any other loan or advance; (vii) except in the ordinary course of business consistent with past practice, (A) entered into any Lease; (B) sold, abandoned or made any other disposition of any of its assets or properties; or (C) granted or suffered any Lien lien or other encumbrance on any of its assets or properties; (D) entered into or amended any contract or other agreement to which it is a party, or by or to which it or its assets or properties are bound or subject which if existing on the date hereof would need to be disclosed in Section 4.16 of the Company Disclosure Schedule; (viii) made or entered into any agreement to make any acquisition of all or a substantial part of the assets, properties, securities or business of any other person, other than investments in portfolio companies identified on Section 4.17 of the Company Disclosure Schedule; (ix) paid, directly or indirectly, any of its Liabilities before the same became due in accordance with its terms or otherwise than in the ordinary course of business; (x) terminated or failed to renew, or received any written threat (that was not subsequently withdrawn) to terminate or fail to renew, any contract or other agreement that is or was material to the assets, liabilities, properties, business, operations, condition (financial or otherwise), operations or operations prospects of the Company; (xi) made any revaluation of any assets or write-down of the value of any receivables of the Company in excess of $10,000, other than revaluations of the Company's investment portfolio on a quarterly basis in the normal course of business consistent with past practice; (xii) except in the ordinary course of business consistent with past practice, accelerated the collection, or sale to third parties, of any receivables of the Company, or delayed the payment of any payables of the Company; (xiii) entered into any other contract or other agreement or other transaction that obligates the Company to pay an amount in excess of $10,000, which contract is not terminable by the Company upon not more than 30 days' notice; or (xiv) suffered any damage, destruction or loss, whether covered by insurance or not, which has had or could have a Company Material Adverse Effect.

Operations of the Company. Except as disclosed in Section 4.28 of set forth on the other schedules hereto or on Schedule 3.28 hereto, from December 31, 1997 through the date hereof, neither the Company Disclosure Schedule and except as may result from the transactions contemplated by this Agreement, since September 30, 2001, the Company has notnor any of its Subsidiaries has: (ia) amended its Certificate of Incorporation or by-laws or merged with or into or consolidated with any other person, subdivided subdivided, combined or in any way reclassified any shares of its capital stock or changed or agreed to change in any manner the rights of its outstanding capital stock or the character of its business; (iib) issued or sold or authorized, issued, sold, purchased, redeemed, distributed, delivered, disposed or issued options or rights to subscribe togranted, or entered into any contracts or commitments other agreements to issue issue, sell, purchase, redeem, distribute, deliver, dispose or sell or purchasegrant, any shares of its capital stock or any Rights relating to its capital stock or vest any rights with respect to options exercisable for its capital stock other than pursuant to existing employment or severance agreements or option plans (each as in effect on the date hereof); and (c) grant any right to appoint directors of the Company or any of its bonds, notes, debentures Subsidiaries or other evidences of indebtednesscorporate governance rights; (iiid) entered into declared, set aside or amended paid any agreement with dividends or declared, set aside or made any labor union or association representing distributions of any employee, or, except for Plans referred kind to in Section 4.23 of its shareholders (other than to the Company Disclosure Schedule, made any wage or salary increase or bonus, or increase in any other direct or indirect compensation, for or to any of its officerswholly-owned Subsidiaries), directors, employees, consultants, agents or other representatives in excess of $10,000, or commitment or agreement to make or pay the same; (iv) except in the ordinary course of business consistent with past practice, declared or made any Distributions to any stockholder or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock; (ve) made any change in reduced its accounting methods cash or practices short-term investments or made any change in depreciation or amortization policies, except as required by law or GAAP; (vi) made any loan or advance to its stockholders or to any of the directors, officers or employees of the Company, consultants, agents or other representativestheir equivalent, or otherwise sold or purchased any marketable securities, other than to meet cash needs arising in the ordinary course of business made any other loan in a manner consistent with past practice; or advance; (vii) prepaid its expenses or obligations except in accordance with the terms of applicable contracts, commitments and arrangements and in the ordinary course of business consistent with past practice(and in any case, (A) entered into any Lease; (B) sold, abandoned or made any other disposition of any of its assets or properties; or (C) granted or suffered any Lien or other encumbrance on any of its assets or propertiesnot to exceed $500,000); (viii) made or entered into any agreement to make any acquisition of all or a substantial part of the assets, properties, securities or business of any other person; (ix) paid, directly or indirectly, any of its Liabilities before the same became due in accordance with its terms or otherwise than in the ordinary course of business; (x) terminated or failed to renew, or received any written threat (that was not subsequently withdrawn) to terminate or fail to renew, any contract or other agreement that is or was material to the assets, liabilities, properties, business, operations, condition (financial or otherwise), or operations of the Company; (xi) made any revaluation of any assets or write-down of the value of any receivables of the Company in excess of $10,000, other than revaluations of the Company's investment portfolio on a quarterly basis in the normal course of business consistent with past practice; (xii) except in the ordinary course of business consistent with past practice, accelerated the collection, or sale to third parties, of any receivables of the Company, or delayed the payment of any payables of the Company; (xiii) entered into any other contract or other agreement or other transaction that obligates the Company to pay an amount in excess of $10,000, which contract is not terminable by the Company upon not more than 30 days' notice; or (xiv) suffered any damage, destruction or loss, whether covered by insurance or not, which has had or could have a Company Material Adverse Effect.