Common use of Operations Since Balance Sheet Date Clause in Contracts

Operations Since Balance Sheet Date. (a) Since the Balance Sheet Date, except as described on Schedule 5.5(A), there has been: (i) no Material Adverse Effect; and (ii) no damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting any of the Purchased Assets or the Business. (b) Since the Balance Sheet Date, except as described on Schedule 5.5(B), the Seller Parties have conducted the Business only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, the Seller Parties have not, in respect of the Business: (i) sold, leased (as lessor), transferred or otherwise disposed of (including any transfers by Seller to any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller after the Balance Sheet Date, except for inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrances; (ii) cancelled any material debts owed to or claims held by any Seller Party (including the settlement of any claims or litigation) other than in the ordinary course of the Business consistent with past practice; (iii) materially accelerated or delayed collection of notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (iv) materially delayed or accelerated payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (v) instituted any material change in compensation or benefits with respect to any Business Employee; or (vi) made any change in the accounting principles and practices used by the Seller Parties from those applied in the preparation of the Balance Sheet and the related statements of income for the period then ended; or (vii) agreed or committed to do any of the foregoing.

Operations Since Balance Sheet Date. (a) Since Save and except as specifically disclosed in writing, since the Balance Sheet Date till First Closing Date, except as described on Schedule 5.5(A), there has been: (i) There has been no Material Adverse Effect; andEffect and/or no event which would materially affect the ability of the Company to continue to operate the Business as conducted, or as contemplated by this Agreement. (ii) no damageThe Company has not issued or authorized for issuance any equity shares, destructionbond, loss or claim, whether or not covered by insurance, or condemnation note or other taking adversely affecting any security of the Purchased Assets or the BusinessCompany. (b) Since the Balance Sheet Date, except as described on Schedule 5.5(B), the Seller Parties have conducted the Business only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, the Seller Parties have not, in respect of the Business: (i) sold, leased (as lessor), transferred or otherwise disposed of (including any transfers by Seller to any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller after the Balance Sheet Date, except for inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrances; (ii) cancelled any material debts owed to or claims held by any Seller Party (including the settlement of any claims or litigation) other than in the ordinary course of the Business consistent with past practice; (iii) materially accelerated or delayed collection of notes or accounts receivable generated by The Company has not without the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course consent of the Business consistent with past practice;Purchaser (if so required), incurred any material debt, obligation or liability that exceeds Rs. 5,00,000 in an individual transaction. (iv) materially delayed The Company has not purchased, redeemed, allotted, or accelerated payment of otherwise acquired, directly or indirectly, any account payable share or other liability shares of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice;Company’s capital. (v) instituted The Company has not created, voluntarily or involuntarily, any material change in compensation Encumbrance upon any of its assets or benefits with respect to any Business Employee; orproperties. (vi) made The Company has not sold any change of its assets or properties which has a book value in the accounting principles and practices used by the Seller Parties from those applied in the preparation excess of the Balance Sheet and the related statements of income for the period then ended; orRs. 1,00,000 (cumulative) per annum. (vii) agreed The Company has not purchased any securities of any Person. (viii) The Company has not incurred any expenditure for the purchase, acquisition, construction or committed improvement of any equipment or capital asset in excess of Rs. 5,00,000 in an individual transaction. (ix) The Company has not made any loan to do any Person in excess of Rs. 10 Lakhs in the aggregate. (x) The Company has not amended, terminated or failed to renew any material contract that is due for renewal. (xi) The Company has not failed to claim outstanding accounts receivables, deferred payments of accounts payable, or prepaid any obligation in excess of Rs. 10,00,000. (xii) The Company or its assets have not become subject to any Encumbrance. (xiii) The Company has not changed its accounting methods or practices or, written off any reserves other than as disclosed in the Balance Sheets. (xiv) The Company has not revalued its assets. (xv) To the best of the foregoingFounders’ Knowledge, the Company or its directors, officers or employees have not received any notices, or Knowledge of any nature whatsoever which would indicate litigation, liability, or any extraordinary cost from any third parties, past or present employees, or governmental bodies against the Company which would result in a Material Adverse Effect.

Operations Since Balance Sheet Date. (a) Since Except as set forth in Schedule 5.6, from the Balance Sheet Date, except as described on Schedule 5.5(A)Date through the date hereof, there has been: (i) been no Material Adverse Effect; and (ii) no damage. Except as set forth in Schedule 5.6, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting any of the Purchased Assets or the Business. (b) Since from the Balance Sheet Date, except as described on Schedule 5.5(B)Date through the date hereof, the Seller Parties Company and the Subsidiaries have conducted the Business only their businesses in all material respects in the ordinary course and in conformity in all material respects of business consistent with past practice. Without limiting the generality of the foregoing, since from the Balance Sheet DateDate through the date hereof, except as set forth in Schedule 5.6, neither the Seller Parties have not, in respect of the BusinessCompany nor any Subsidiary has: (ia) sold, leased (as lessor), transferred or otherwise disposed of (including other than any transfers by Seller to any Affiliate of its Affiliatesthe Company or such Subsidiary), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller the Company or such Subsidiary after the Balance Sheet Date, except for inventory and minor amounts of personal property (i) assets sold or otherwise disposed of for fair value in the ordinary course of the Business business consistent with past practice and except for (ii) Permitted Encumbrances; (b) (i) made any investments other than in accordance with the investment policies of the Company and the Subsidiaries as then in effect, (ii) made any amendments to its investment policies or (iii) realized gains or losses on the investment portfolio of the Company and the Subsidiaries, in the case of clauses (i), (ii) or (iii) other than in the ordinary course of business consistent with the past practice of the Company and the Subsidiaries; (c) cancelled any material debts owed to or claims held by any Seller Party it (including the settlement of any claims or litigation) other than in the ordinary course of the Business business consistent with past practice; (iiid) materially accelerated created, incurred or delayed collection assumed, or agreed to create, incur or assume, any indebtedness for borrowed money (other than money borrowed or advances from any of notes its Affiliates) or accounts receivable generated entered into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (e) made any material change in the cash compensation of their employees (excluding any arrangements that do not involve payments by the Business in advance of or beyond their regular due dates Company or the dates when Subsidiaries after the same would have been collected Closing), other than changes made in accordance with normal compensation practices or pursuant to existing contractual commitments and consistent with past compensation practices; (f) except as set forth in Schedule 5.18, instituted any material increase in any benefit provided under any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to employees of the Company or such Subsidiary other than in the ordinary course of business (excluding any arrangements that do not involve payments by the Business consistent with past practiceCompany or the Subsidiaries after the Closing); (ivg) materially delayed acquired (by merger, consolidation, acquisition of stock or accelerated payment assets or otherwise) any Person or assets comprising a business or made any investment, either by purchase of any account payable stock or other liability securities or contribution to capital, that is material to the Company and the Subsidiaries taken as a whole; (h) made, or agreed to make, any distribution or other disposition of the Business beyond assets (including cash or in advance cash equivalents) to Aon or any of its due date Affiliates; (i) (1) entered into any employment or the date when such liability would have been paid severance agreement, other than for new employees in the ordinary course of business, (2) increased the Business benefits payable in the aggregate under severance or termination pay plans or policies, other than as required by Requirements of Law, (3) adopted any new or amended any bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation, employment or other employee benefit plan or policy for the benefit of any director, officer or employee, other than (A) for new employees in the ordinary course of business, (B) as required by Requirements of Law, (C) amendments to bonus, profit sharing, compensation, stock option, pension, retirement, deferred compensation and employee benefit plans or policies which are applicable to all or a portion of the Company and the Subsidiaries and which do not in the aggregate increase amounts otherwise payable under such plans or policies and (D) any change generally applicable to Aon employees or any change in the ordinary course consistent with past practicecompensation practices, (4) increased the compensation or benefits of any director or executive officer, other than in the ordinary course of business and other than pursuant to Requirements of Law or Company Employment Agreements or (5) waived or amended the terms of any non-competition or non-solicitation agreement with any employee; (v) instituted any material change in compensation or benefits with respect to any Business Employee; or (vij) made any change in the or revoked any tax election or method of accounting principles and practices used by the Seller Parties from those applied for Tax purposes or entered into or amended any Tax sharing agreement or Tax indemnity; (k) made any change in the preparation any of the Balance Sheet and the related statements material accounting principles, practices, methods or policies (including but not limited to any reserving methods, practices or policies), except as may be required as a result of income for the period then endeda change in Requirements of Law, GAAP or SAP; or (viil) agreed made any change in their charters or committed to do by-laws or issued any of the foregoingcapital stock (or securities exchangeable, convertible or exercisable for capital stock).

Operations Since Balance Sheet Date. (a) Since Except as set forth in Schedule 4.16, since the Balance Sheet Date, except as described on Schedule 5.5(A), there has been: (i) no Material Adverse Effect; andEffect as of the date hereof; (ii) no material damage, destruction, loss or claim, claim (whether or not covered by insurance, ) or condemnation or other taking adversely relating to or otherwise affecting any of the Purchased Assets Business; and (iii) no adverse change in employee relations relating to or otherwise affecting the Business. (b) Since Except as set forth in Schedule 4.16, since the Balance Sheet Date, except as described on Schedule 5.5(B), Date the Seller Parties have conducted operations of the Business have been conducted only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the 33 foregoing, since the Balance Sheet Date, except as set forth in such Schedule, the Seller Parties Sellers have not, in respect of the BusinessBusiness or the Broadcasting Assets: (i) sold, leased (as lessor)leased, transferred or otherwise disposed of (including any transfers by Seller to any Affiliate of its Affiliatesany Seller), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance (other than Permitted Encumbrances) on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller after the Balance Sheet DateBroadcasting Assets, except for inventory and minor amounts of other than personal property having a value, in the aggregate, of less than $25,000 sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrancespractice; (ii) cancelled waived any material debts owed right of significant value to or claims held by any Seller Party (including relating to the settlement of any claims Station, the Business or litigation) the Broadcasting Assets other than in the ordinary course of the Business consistent with past practice; (iii) materially accelerated created, incurred, guaranteed or delayed collection assumed, or agreed to create, incur, guarantee or assume, any indebtedness for borrowed money or entered into any capitalized leases; (iv) granted or instituted any increase in any rate of notes salary or accounts receivable generated by the Business in advance of compensation or beyond their regular due dates any profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or the dates when the same would have been collected other employee benefit plan other than in the ordinary course of the Business consistent with past practice; (iv) materially delayed or accelerated payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practicepractices and except as reflected on Schedule 4.8.3; (v) instituted any material changed the accounting methods, principles or practices affecting the Broadcasting Assets, the Business or the Station, except insofar as may have been required by Law or by a change in compensation or benefits with respect to any Business Employee; orGAAP; (vi) made any change acquisition (by merger, consolidation, acquisition of stock or assets or otherwise) of any corporation, partnership or other business organization or division thereof or interest therein; (vii) defaulted under any indebtedness of Sellers; (viii) written down the value of any assets except in the accounting principles and practices used by the Seller Parties from those applied ordinary course of business, none of which, individually or in the preparation of the Balance Sheet and the related statements of income for the period then endedaggregate has or may reasonably have a Material Adverse Effect; or (viiix) agreed entered into any agreement or committed made any commitment to do take any of the foregoingaction described in subparagraphs (i) through (viii) above.

Operations Since Balance Sheet Date. (a) Since Except as set forth in Schedule 4.16, since the Balance Sheet Date, except as described on Schedule 5.5(A), there has been: (i) no Material Adverse Effect; andEffect as of the date hereof; (ii) no material damage, destruction, loss or claim, claim (whether or not covered by insurance, ) or condemnation or other taking adversely relating to or otherwise affecting any of the Purchased Assets Business; and (iii) no adverse change in employee relations relating to or otherwise affecting the Business. (b) Since Except as set forth in Schedule 4.16, since the Balance Sheet Date, except as described on Schedule 5.5(B), Date the Seller Parties have conducted operations of the Business have been conducted only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, except as set forth in such Schedule, the Seller Parties Sellers have not, in respect of the BusinessBusiness or the Broadcasting Assets: (i) sold, leased (as lessor)leased, transferred or otherwise disposed of (including any transfers by Seller to any Affiliate of its Affiliatesany Seller), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance (other than Permitted Encumbrances) on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller after the Balance Sheet DateBroadcasting Assets, except for inventory and minor amounts of other than personal property having a value, in the aggregate, of less than $25,000 sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrancespractice; (ii) cancelled waived any material debts owed right of significant value to or claims held by any Seller Party (including relating to the settlement of any claims Station, the Business or litigation) the Broadcasting Assets other than in the ordinary course of the Business consistent with past practice; (iii) materially accelerated created, incurred, guaranteed or delayed collection assumed, or agreed to create, incur, guarantee or assume, any indebtedness for borrowed money or entered into any capitalized leases; (iv) granted or instituted any increase in any rate of notes salary or accounts receivable generated by the Business in advance of compensation or beyond their regular due dates any profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or the dates when the same would have been collected other employee benefit plan other than in the ordinary course of the Business consistent with past practice; (iv) materially delayed or accelerated payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practicepractices; (v) instituted any material changed the accounting methods, principles or practices affecting the Broadcasting Assets, the Business or the Station, except insofar as may have been required by Law or by a change in compensation or benefits with respect to any Business Employee; orGAAP; (vi) made any change acquisition (by merger, consolidation, acquisition of stock or assets or otherwise) of any corporation, partnership or other business organization or division thereof or interest therein; (vii) defaulted under any indebtedness of Sellers; (viii) written down the value of any assets except in the accounting principles and practices used by the Seller Parties from those applied ordinary course of business, none of which, individually or in the preparation of the Balance Sheet and the related statements of income for the period then endedaggregate has or may reasonably have a Material Adverse Effect; or (viiix) agreed entered into any agreement or committed made any commitment to do take any of the foregoingaction described in subparagraphs (i) through (viii) above.

Operations Since Balance Sheet Date. (a) Since Except as set forth in Schedule 5.5(a), since the Balance Sheet Date, except as described on Schedule 5.5(A), there has been: (i) no Material Adverse EffectChange in the assets, business, financial condition or results of operations of the Company, and, to the Company's knowledge, no fact or condition exists or is threatened which might reasonably be expected to cause such a change in the future (other than general business and economic conditions); and (ii) no damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting in any material respect any of the Purchased Assets Company's assets or the Businessits business. (b) Since Except as set forth in Schedule 5.5(b), since the Balance Sheet Date, except as described on Schedule 5.5(B), the Seller Parties have Company has conducted the Business its business only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, except as set forth in such Schedule, the Seller Parties have Company has not, in respect of the Business: (i) issued, delivered or agreed (conditionally or unconditionally) to issue or deliver, or granted any option, warrant or other right to purchase, any of its capital stock or other equity interest or any security convertible into its capital stock or other equity interest; (ii) issued, delivered or agreed (conditionally or unconditionally) to issue or deliver any of its bonds, notes or other debt securities, or borrowed or agreed to borrow any funds, other than from Parent under the Parent Loan Agreement; (iii) paid any obligation or liability (absolute or contingent) other than current liabilities reflected on the Balance Sheet and current liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice; (iv) declared or made, or agreed to declare or make, any payment of dividends or distributions to its stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock or other equity interest; (v) except in the ordinary course of business consistent with past practice, made or permitted any material amendment or termination of any Company Agreement; (vi) undertaken or committed to undertake capital expenditures other than in accordance with the Cash Flow Projection; (vii) made any charitable donations; (viii) sold, leased (as lessor), transferred or otherwise disposed of (including any transfers by Seller to any of its Affiliates)of, or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller the Company after the Balance Sheet Date, except for inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business its business consistent with past practice and except for Permitted Encumbrances; (iiix) cancelled canceled any material debts owed to or claims held by any Seller Party the Company (including the settlement of any claims or litigation) other than in the ordinary course of the Business its business consistent with past practice; (iiix) materially created, incurred or assumed, or agreed to create, incur or assume, any indebtedness for borrowed money other than borrowings from Parent under the Parent Loan Agreement or entered into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (xi) accelerated or delayed collection of notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business its business consistent with past practice; (ivxii) materially delayed or accelerated payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business its business consistent with past practice; (vxiii) entered into or become committed to enter into any other material transaction except in the ordinary course of business other than transactions with Parent; (xiv) allowed the levels of raw materials, sup- plies, work-in-process or other materials included in the inventory of the Company to vary in any material respect from the levels customarily maintained in its business; (xv) instituted any material change increase in any compensation or benefits with respect payable to any Business Employee; oremployee of the Company or in any profit-sharing, bonus, incentive, deferred compensa- tion, insurance, pension, retirement, medical, hospi- tal, disability, welfare or other benefits made available to employees of the Company; (vixvi) made any change in the accounting principles and practices used by the Seller Parties Company from those applied in the preparation of the Balance Sheet and the related statements of income income, stockholder's equity and cash flow for the period then endednine months ended on the Balance Sheet Date; or (viixvii) agreed prepared or committed filed any Tax Returns in a manner inconsistent with past practice or, on such Tax Returns, taken any position, made any election, or adopted any method that is inconsistent with the positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions which would have the effect of deferring income to do any of periods after the foregoingBalance Sheet Date or accelerating deductions to periods on or prior to the Balance Sheet Date).

Operations Since Balance Sheet Date. (a) Since the Balance Sheet Date, except Except as described set forth on Schedule 5.5(A), since the Balance Sheet Date there has been: (i) no Material Adverse EffectChange, and no fact or condition exists or is threatened which might reasonably be expected to cause a Material Adverse Change in the future; and (ii) no damagedamage which could reasonably be expected to have a Material Adverse Effect, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting any of the Purchased Assets Assets, the assets or properties of any Seller or the Business. (b) Since Except as set forth on Schedule 5.5(B), since the Balance Sheet Date, except as described on Schedule 5.5(B), the each Seller Parties have has conducted the Business only in the ordinary course and in conformity in all material respects with past practicepractice and has not entered into any transaction outside of the ordinary course of business. Without limiting the generality of the foregoing, since the Balance Sheet Date, the Seller Parties have not, in respect date of the BusinessAudited Financials, except as set forth on such Schedule, no Seller has: (i) sold, leased (as lessor), transferred or otherwise disposed of (including any transfers by Seller from one of the Companies to TEP or any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller after the Balance Sheet Date, except (a) for inventory and the sale of homes to third-party homebuyers in the ordinary course of the Business consistent with past practice, (b) for minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice practice, (c) Permitted Encumbrances and except for Permitted Encumbrances(d) borrowings in the ordinary course of the Business consistent with past practice; (ii) cancelled without receiving full consideration therefor any material debts owed to or claims held by any Seller Party (including the settlement of any claims or litigation) by any Seller in excess of Five Thousand Dollars ($5,000.00) individually or Two Hundred Thousand Dollars ($200,000.00) in the aggregate; (iii) created, incurred or assumed, or agreed to create, incur or assume, any indebtedness for borrowed money or as a deferred purchase price or entered into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13) other than in the ordinary course of the Business consistent with past practice; (iiiiv) materially accelerated or delayed collection of notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (ivv) materially delayed or accelerated payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (vvi) allowed the aggregate levels of raw materials, supplies, work-in-process, finished goods or other materials included in the inventory of the Business to vary in any respect from the levels customarily maintained in the Business, except where such variance could not reasonably be expected to have a Material Adverse Effect; (vii) made, or agreed to make, any payment of cash or distribution of assets to any Seller or any its Affiliates other than salaries paid to employees in accordance with the levels of compensation set forth on Schedule 5.15(K); (viii) instituted any material change increase in any compensation or benefits payable to any employee of any Seller with respect to the Business or in any Business Employee; orprofit-sharing, bonus, incentive, contingent commission, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to employees of any Seller with respect to the Business; (viix) undergone any Material Adverse Change in any Seller’s relationships with its customers, suppliers or others having business relations with any Seller, including but not limited to, any arrangements with suppliers of goods or services relating to billing practices; (x) made any change in the accounting principles and practices used by the any Seller Parties from those applied in the preparation of the Balance Sheet Audited Financials and the related statements of income and cash flow for the period then ended; (xi) undertaken or committed to undertake capital expenditures, not including the purchase or expenses related to the development of Lots, exceeding One Million Dollars ($1,000,000.00) in the aggregate; (xii) made any change to its internal control over financial reporting, or identified or became aware of any fraud or any significant deficiency or weakness in internal control over financial reporting, except where such change or weakness could not reasonably be expected to have a Material Adverse Effect; (xiii) entered into or become committed to enter into any other transaction which could reasonably be expected to have a Material Adverse Effect; (xiv) commenced a lawsuit relating to or involving the Purchased Assets or the Business; (xv) failed to comply with any Requirement of Law, which could reasonably be expected to have a Material Adverse Effect; (xvi) amended its Charter Document or by-laws or operating agreement, as applicable; or (viixvii) agreed entered into any agreement or committed commitment, whether written or otherwise, with respect to do any of the foregoing.

Operations Since Balance Sheet Date. (a) Since Except as set forth on Schedule 3.6, during the period from the Balance Sheet DateDate to the date hereof, except as described on Schedule 5.5(A)inclusive, there has been: : (i) no Material Adverse Effectmaterial adverse change in the Business or the results of operations, properties or condition (financial or otherwise) of the Company, and no fact or condition exists or is contemplated or threatened which might reasonably be expected to cause such a change in the future; and and (ii) no damage, destruction, loss or claim, claim made or filed against the Company (whether or not covered by insurance, ) or condemnation or other taking which materially adversely affecting any affects the Business or the results of operations, properties or condition (financial or otherwise) of the Purchased Assets or the BusinessCompany. (b) Since Except as set forth on Schedule 3.6, since the Balance Sheet Date, except as described on Schedule 5.5(B), the Seller Parties have Company has conducted the Business only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, except as set forth on Schedule 3.6, the Seller Parties have Company has not, in respect of the Business: : (i) issued, delivered or agreed (conditionally or unconditionally) to issue or deliver, or granted any option, warrant or other right to purchase, any of its capital stock or other equity interest or any security convertible into its capital stock or other equity interest; (ii) paid any obligation or liability (absolute or contingent) other than current liabilities reflected on the Balance Sheet and current liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice; (iii) undertaken or committed to undertake capital expenditures exceeding $50,000 for any single project or related series of projects; (iv) made charitable donations in excess of $10,000 in the aggregate; (v) sold, leased (as lessor)leased, transferred or otherwise disposed of (including any transfers by Seller from the Company to any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance (other than Permitted Encumbrances) on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller after the Balance Sheet Date, except for sales of inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business business consistent with past practice and except for Permitted Encumbrances; practice; (iivi) cancelled canceled any material debts owed to or claims held by any Seller Party the Company (including the settlement of any claims or litigation) other than or waived any rights of material value; (vii) created, incurred, guaranteed or assumed any indebtedness for borrowed money or entered into any capitalized leases; (viii) accelerated collection of any note or account receivable to a date prior to the date such collection would have occurred in the ordinary course of the Business business consistent with past practice; ; (iiiix) materially accelerated or delayed collection of notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (iv) materially delayed or accelerated payment of any account payable or other liability of the Business Company beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of business consistent with past practice (x) allowed the Business levels of raw materials, supplies, work-in-process, finished goods or other materials included in its inventory to vary in any material respect from levels customarily maintained; (xi) granted any bonus or other special compensation or increased the compensation or benefits payable or to become payable to any directors, officers or employees, or instituted any increase in or otherwise amended any profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan except for increases required by law; (xii) sold, assigned or transferred any patents, trademarks, service marks, trade names, copyrights, Software (as defined in Section 3.17) (except in the ordinary course of business consistent with past practice; ), trade secrets or other similar intangible assets, or disclosed any proprietary or confidential information to any person or entity (vother than to the Purchaser, its Affiliates and agents), (xiii) instituted extended credit other than in the ordinary course of business or permitted any material change in compensation credit practices or benefits with in the method of maintaining books, accounts or business records; (xiv) declared, set aside or paid any dividend or made any other distribution (whether in cash, stock or other property) to the Shareholders in respect to of any Business EmployeeCompany Common Stock or other securities of the Company; or (vixv) purchased, redeemed, called for purchase or redemption or otherwise acquired any shares of Company Common Stock or any other securities of the Company; (xvi) made any change write-down of the value of any inventory or write-offs as uncollectible of any notes or accounts receivable except for write-downs and write-offs in the ordinary course of business and consistent with past practice, none of which would reasonably be expected to have a Material Adverse Effect on the Business or the results of operations, properties or condition (financial or otherwise) of the Company; (xvii) except as otherwise contemplated herein, entered into any transaction other than in the ordinary course of business or any transaction (not involving purchases and sales of inventory) including commitments for expenditures in excess of $50,000; (xviii) made any changes in the accounting principles and methods or practices used followed by the Seller Parties from those applied in the preparation of the Balance Sheet and the related statements of income for the period then endedCompany; or (viixix) agreed or committed to do or authorized any of the foregoing; or prepared or filed any Tax Return inconsistent with past practice or, on any such Tax Return taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including, without limitation, positions, elections or methods which would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or prior to the Closing Date).

Operations Since Balance Sheet Date. (a) Since Except as set forth in Schedule 3.5(a), since the Balance Sheet Date, except as described on Schedule 5.5(A), there has been: (i) been no change in the financial condition or the results of operations of the Business which has had or would reasonably be expected to have a Material Adverse Effect; and (ii) no damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting any of the Purchased Assets or the Business. (b) Since Except as set forth in Schedule 3.5(b), since the Balance Sheet Date, except as described on Schedule 5.5(B), the Seller Parties have conducted Date the Business has been conducted only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, the except as set forth in Schedule 3.5(b), each Seller Parties have and Option Party has not, in respect of any Station, the BusinessBusiness or the Purchased Assets: (i) sold, leased (as lessor)leased, transferred or otherwise disposed of (including any transfers by Seller to any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance (other than Permitted Encumbrances) on, any of the Purchased Assets, other than assets reflected on that would not be material, individually or in the Balance Sheet or any aggregate, to the Business and assets acquired by Seller after the Balance Sheet Date, except for inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrancespractice; (ii) cancelled acquired, or agreed to acquire (A) by merging or consolidating with, or by purchasing all or a substantial equity or voting interest in any material debts owed Person, or (B) any assets that would be material, individually or in the aggregate, to or claims held by any Seller Party the Business and, with respect to clause (including the settlement of any claims or litigation) B), other than in the ordinary course of the Business consistent with past practice; (iii) materially accelerated created, incurred, guaranteed or delayed collection assumed, or agreed to create, incur, guarantee or assume, any indebtedness for borrowed money (other than money borrowed or advances from Parent, any of notes Belo’s Affiliates or accounts receivable generated by Option Party’s Affiliates in the ordinary course of the Business in advance of consistent with past practice) or beyond their regular due dates or the dates when the same would have been collected entered into any capitalized leases other than in the ordinary course of the Business consistent with past practice; (iv) materially delayed or accelerated payment of hired any account payable or employee other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid than in the ordinary course of the Business consistent with past practice; (v) instituted terminated or cancelled any material change in compensation insurance coverage maintained by Belo, any Seller or benefits Option Party with respect to any material assets without replacing such coverage with a comparable amount of insurance coverage, other than in the ordinary course of the Business Employee; orconsistent with past practice; (vi) made granted or instituted any change increase in any rate of salary or compensation or any profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan other than in the accounting principles and practices used by the Seller Parties from those applied in the preparation ordinary course of the Balance Sheet and the related statements of income for the period then endedBusiness consistent with past practices; or (vii) agreed entered into any agreement or committed made any commitment to do take any of the foregoingaction described in subparagraphs (i) through (vi) above.

Operations Since Balance Sheet Date. (a) Since the Balance Sheet Date, except as described on Schedule 5.5(A), there has been: (i) except for any effect upon the Company of Seller's financial condition or prospects, no Material Adverse Effectmaterial adverse change in the assets, business, operations, liabilities, profits or condition of the Company, and to the knowledge of Seller, no fact or condition exists which might reasonably be expected to cause such a change in the future; and (ii) no damage, destruction, loss destruction or claimloss, whether or not covered by insurance, or condemnation or other taking adversely affecting any of the Purchased Assets assets, business, operations or condition of the BusinessCompany. (b) Since the Balance Sheet Date, except as described on Schedule 5.5(B), the Seller Parties have conducted the Business only in the ordinary course of business and in conformity in all material respects with past practice. Without limiting practice and except to the generality of extent that it has not resulted in and could not reasonably be expected to result in a Material Adverse Effect with respect to the foregoing, since the Balance Sheet DateCompany, the Seller Parties have Company has not, in respect of the Business: (i) sold, leased (as lessor), transferred or otherwise disposed of (including any transfers by from the Company to Seller to or any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance (other than a Permitted Encumbrance) on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller the Company after the Balance Sheet Date, except for inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business business consistent with past practice and except for Permitted Encumbrancespractice; (ii) cancelled canceled any material debts owed to or claims held by any Seller Party the Company (including the settlement of any claims or litigation) or waived any other rights held by the Company other than in the ordinary course of the Business business consistent with past practice; (iii) materially paid any claims against the Company (including the settlement of any claims and litigation against the Company or the payment or settlement of any obligations or liabilities of the Company) other than in the ordinary course of business consistent with past practice; (iv) created, incurred or assumed, or agreed to create, incur or assume, any indebtedness for borrowed money or entered into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (v) accelerated or delayed collection of notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business business consistent with past practice; (ivvi) materially delayed or accelerated payment of any account payable or other liability of the Business Company beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business business consistent with past practice; (vvii) acquired any real property or undertaken or committed to undertake capital expenditures exceeding $250,000 in the aggregate; (viii) made, or agreed to make, any payment of cash or distribution of assets to Seller or any of its Affiliates; (ix) instituted any material change increase in any compensation or benefits with respect payable to any Business Employee; orofficer or employee of the Company or in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to officers or employees of the Company; (vix) made any change in the accounting principles and practices used by the Seller Parties Company from those applied in the preparation of the Balance Sheet and Sheets; (xi) entered into or become committed to enter into any other material transaction except in the related statements ordinary course of income for the period then endedbusiness; or (viixii) agreed prepared or committed to do filed any of the foregoingTax Return inconsistent with past practice or, on any such Tax Return, taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods.

Operations Since Balance Sheet Date. (a) Since Except as set forth in Schedule 3.5(a), since the Balance Sheet Date, except as described on Schedule 5.5(A), there has been: (i) been no Material Adverse Effect; and (ii) , and no damagefact or condition exists or, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting any to the Knowledge of the Purchased Assets or the BusinessCompany, is threatened which would reasonably be expected to cause a Material Adverse Effect. (b) Since Except as set forth in Schedule 3.5(b), since the Balance Sheet Date, except as described on Schedule 5.5(B), the Seller Parties Company and the Subsidiaries have conducted the Business their business only in the ordinary course and in conformity in all material respects with past practiceof business. Without limiting the generality of the foregoing, since the Balance Sheet Date, except as set forth in Schedule 3.5(b), neither the Seller Parties have not, in respect of the BusinessCompany nor any Subsidiary has: (i) except as contemplated by this Agreement, issued, delivered or agreed (conditionally or unconditionally) to issue or deliver, or granted any option, warrant or other right to purchase, any of its capital stock or other equity interest or any security convertible into its capital stock or other equity interest; (ii) issued, delivered or agreed (conditionally or unconditionally) to issue or deliver any of its bonds, notes or other debt securities, or borrowed or agreed to borrow any funds; (iii) paid any obligation or liability (absolute or contingent) other than current liabilities reflected on the Balance Sheet and current liabilities incurred since the Balance Sheet Date in the ordinary course of business; (iv) declared, set aside or made, or agreed to declare, set aside or make, any payment of dividends or distributions to its stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock or other equity interest, it being understood that pursuant to the terms of the Certificate of Incorporation, dividends accrue whether or not declared (but have not been paid) on the outstanding Series A Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock and Series C-3 Preferred Stock; (v) except in the ordinary course of business, made any amendment or termination of any Company Agreement; (vi) undertaken or committed to undertake capital expenditures exceeding $200,000 or acquired any real property; (vii) sold, leased (as lessor), transferred or otherwise disposed of (including any transfers by Seller to any of its Affiliates)of, or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance (other than a Permitted Encumbrance) on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller it after the Balance Sheet Date, except for inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrancesbusiness; (iiviii) cancelled canceled any material debts owed to or claims held by any Seller Party it (including the settlement of any claims or litigation) or waived any other rights held by it other than in the ordinary course of the Business consistent with past practicebusiness; (iiiix) materially created, incurred or assumed, or agreed to create, incur or assume, any Indebtedness or entered into, as lessee, any capital lease (as defined in Statement of Financial Accounting Standards No. 13); (x) accelerated or delayed collection of notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practicebusiness; (ivxi) materially delayed or accelerated payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability account payable would have been paid in the ordinary course of business; (xii) written off any notes or accounts receivable or portions thereof as uncollectible except for write-offs in the Business ordinary course of business or as required by U.S. generally accepted accounting principles consistently applied; (xiii) allowed the levels of raw materials, supplies, work-in-process, finished goods, goods on consignment or other materials included in its inventory to vary in any material respect from the levels maintained in the ordinary course of business; (xiv) instituted any increase in any compensation payable to any director, officer, consultant or employee or in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to its directors, officers, consultants or employees, except (A) regularly scheduled salary increases for employees, (B) year-end bonuses paid to employees consistent with past practicecompensation practices and (C) the adoption of any ERISA Benefit Plans or Non-ERISA Commitments set forth in Schedules 3.15(a) and 3.15(b), respectively; (vxv) instituted paid any material change amount or incurred any liability to or in compensation respect of, or benefits sold any properties or assets to, or entered into any transaction, agreement or arrangement with respect to any Business Employee; orcorporation or business in which any officer or director of the Company or any Subsidiary has any direct or indirect ownership interest; (vixvi) entered into any collective bargaining agreements or employment agreements; (xvii) made any change in the accounting principles and practices used by the Seller Parties it from those applied in the preparation of the Balance Sheet and the related statements of income and cash flow for the period then ended; or (viixviii) agreed prepared or committed to do filed any Tax Return inconsistent with past practice or, on any such Tax Return, taken any position, made any election, or adopted any method that is inconsistent with the positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods, except where necessitated as a result of a change in circumstances of the foregoingCompany from a prior period.

Operations Since Balance Sheet Date. (a) Since Except as set forth in Schedule 5.6, since the Balance Sheet Date, except as described on Schedule 5.5(A), there no event or condition has been: (i) no occurred which has had or is reasonably likely to have a Material Adverse Effect; and (ii) no damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting any and each of the Purchased Assets or the Business. (b) Since the Balance Sheet Date, except as described on Schedule 5.5(B)Smitx & Xephew, the Seller Parties Company and S&N DonJoy Mexico have conducted the Business only in the ordinary course of business and in conformity in all material respects the Company and S&N DonJoy Mexico have not and, with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, the Seller Parties have not, in respect of to the Business, Smitx & Xephew has not: (i) soldtaken any action which has had or is reasonably likely to have a Material Adverse Effect; (ii) declared, leased (as lessor), transferred set aside or otherwise disposed of (including paid any transfers by Seller distribution with respect to any capital stock or membership interests of its Affiliates)the Company or S&N DonJoy Mexico, or mortgaged caused any direct or pledged, indirect purchase or imposed or suffered to be imposed any Encumbrance on, other acquisition of any of the assets reflected on the Balance Sheet such capital stock or any assets acquired by Seller after the Balance Sheet Datemembership interests, except for inventory and minor amounts distributions of personal property sold or otherwise disposed of for fair value cash to Smitx & Xephew in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrancesbusiness; (iiiii) cancelled taken any action which has resulted or is reasonably likely to result in any material change in the manner in which products or services of the Business are marketed (including, without limitation, any material change in prices), any material change in the manner in which the Business extends discounts or credit to customers or any material change in the manner or terms by which the Business deals with customers; (iv) canceled any debts owed to or claims held by any Seller Party it (including the settlement of any claims or litigation) or waived any other rights held by it, other than in the ordinary course of the Business consistent with past practicebusiness; (iiiv) materially paid any claims against it (including the settlement of any claims and litigation against it or the payment or settlement of any of its obligations or liabilities), other than in the ordinary course of business; (vi) created, incurred or assumed, or agreed to create, incur or assume, any indebtedness for borrowed money (other than money borrowed or advances from Smitx & Xephew or any of its Affiliates) or entered into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (vii) accelerated or delayed collection of notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practicebusiness; (ivviii) materially delayed or accelerated payment of any of its account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practicebusiness; (vix) acquired any real property or undertaken or committed to undertake capital expenditures exceeding $1,000,000 in the aggregate; (x) instituted any material change increase in any compensation or benefits with respect payable to any Business Employee; orof its officer or employee or in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to its officers or employees, other than increases pursuant to the Retention Agreements and increases that are consistent with past practice of the Business; (vixi) made any change in the Tax or accounting principles and practices used by the Seller Parties from those applied in the preparation of the Balance Sheet Company and the related statements of income for Business from the period then endedAgreed Accounting Principles; or (viixii) agreed or committed entered into any contractual obligation to do any of the foregoingthings referred to in clauses (i) through (xi).

Operations Since Balance Sheet Date. (a) Since Except as set forth on Schedule 3.6(a), during the period from the Interim Balance Sheet DateDate to the date hereof, except as described on Schedule 5.5(A)inclusive, there has been: (i) been no Material Adverse Effect; and (ii) no damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting any of the Purchased Assets or the Business. (b) Since Except as set forth on Schedule 3.6(b), since the Interim Balance Sheet Datedate through the date hereof, except as described on Schedule 5.5(B)SSBI, the Seller Parties Subsidiaries and each Affiliate thereof (if applicable) have conducted the Business only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, the Seller Parties practices and have not, in respect of the Business: (i) undertaken or committed to undertake capital expenditures related to the Business exceeding $10,000 for any single project or related series of projects; (ii) made charitable or political donations related to the Business in excess of $2,000 in the aggregate; (iii) sold, leased (as lessor)leased, transferred or otherwise disposed of (including any transfers by Seller to any of its Affiliates)Assets, or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, on any of the assets reflected on the Balance Sheet or any assets acquired by Seller after the Balance Sheet DateAssets, except for inventory and minor amounts of personal property sold or otherwise disposed of for fair value consideration in the ordinary course of the Business business consistent with past practice practices and except for Permitted Encumbrancesassets that SSBI or a Subsidiary determined in good faith not to have any value in the operation of the Business; (iiiv) cancelled created, incurred, guaranteed or assumed any material debts owed indebtedness for borrowed money or entered into any capitalized leases related to or claims held by any Seller Party the Business; (including v) extended credit in connection with the settlement of any claims or litigation) Business other than in the ordinary course of the Business consistent with past practice; (iii) materially accelerated business or delayed collection of notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (iv) materially delayed or accelerated payment of permitted any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (v) instituted any material change in compensation or benefits with respect to any Business Employee; orcredit practices; (vi) made any change changes in the accounting principles and methods or practices used by of the Seller Parties from those applied Business or in the preparation methods of the Balance Sheet maintaining any Books and the related statements of income for the period then ended; orRecords or Donor Records, except as required by or permitted by GAAP; (vii) agreed or committed to do or authorized any of the foregoing; (viii) delayed or postponed the payment of any accounts payable or other liabilities outside of the ordinary course of business consistent with past practices; (ix) cancelled, waived or released any right or claim or indebtedness (or series of related rights or claims); (x) suffered any material damage, destruction or loss to property not covered by insurance; or (xi) entered into any loan or other transaction with any director, officer or employee of SSBI, the Subsidiaries or the Business outside of the ordinary course of business consistent with past practices.

Operations Since Balance Sheet Date. (a) Since Except as set forth in Schedule 4.5(a), during the period from the Balance Sheet DateDate to the date hereof, except as described on Schedule 5.5(A)inclusive, there has been: (i) no change in the financial condition or the results of operations of the Stations or the Business which has had or would reasonably be expected to have a Material Adverse Effect; and; (ii) no damage, destruction, loss or claim, claim (whether or not covered by insurance, ) or condemnation or other taking which materially adversely affecting any of affects the Purchased Assets Assets, the Stations or the Business; and (iii) no adverse change in employee relations which has had or would reasonably be expected to have a Material Adverse Effect. (b) Since Except as set forth in Schedule 4.5(b), since the Balance Sheet Date, except as described on Schedule 5.5(B), Date the Seller Parties have conducted operations of the Stations and the Business have been conducted only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, the Seller Parties have except as set forth in such Schedule, Tribune Denver has not, in respect of the Business:Stations, the Business or the Purchased Assets: Table of Contents (i) sold, leased (as lessor)leased, transferred or otherwise disposed of (including any transfers by Seller to any Affiliate of its AffiliatesTribune Denver), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance (other than Permitted Encumbrances) on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller after the Balance Sheet DatePurchased Assets, except for inventory and minor amounts of other than personal property having a value, in the aggregate, of less than $50,000 sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrancespractice; (ii) cancelled canceled without fair consideration therefor any material debts owed to or claims held by any Seller Party Tribune Denver relating to the Stations (including the settlement of any claims or litigation) or waived any right of significant value to Tribune Denver relating to the Stations, the Business or the Purchased Assets other than in the ordinary course of the Business consistent with past practice; (iii) materially created, incurred, guaranteed or assumed, or agreed to create, incur, guarantee or assume, any indebtedness for borrowed money or entered into any capitalized leases; (iv) accelerated or delayed collection of notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or to a date prior to the dates when the same date such collection would have been collected occurred in the ordinary course of the Business consistent with past practiceBusiness; (ivv) materially delayed or accelerated payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (vvi) granted or instituted any material increase in any rate of salary or compensation or any profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan other than in the ordinary course of the Business consistent with past practices; (vii) changed the accounting methods, principles or practices materially affecting the Purchased Assets, the Business or the Stations, except insofar as may have been required by law or by a change in compensation generally accepted accounting principles; (viii) made any acquisition (by merger, consolidation, acquisition of stock or benefits with respect to assets or otherwise) of any Business Employeecorporation, partnership or other business organization or division thereof or interest therein; or (viix) entered into any agreement or made any change commitment to take any action described in the accounting principles and practices used by the Seller Parties from those applied in the preparation of the Balance Sheet and the related statements of income for the period then ended; or subparagraphs (viii) agreed or committed to do any of the foregoingthrough (viii) above.

Operations Since Balance Sheet Date. (a) Since Except as set forth in Schedule 5.5(A), since the Balance Sheet Date, except as described on Schedule 5.5(A), there has been: (i) no Material Adverse Effectmaterial adverse change in the Purchased Assets, the Business or the operations, liabilities, profits, prospects or condition (financial or otherwise) of Seller, and, to the knowledge of Seller, Parent or any Shareholder, no fact or condition exists or is contemplated or threatened which might reasonably be expected to cause such a material adverse change in the future; and (ii) no damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting any of the Purchased Assets or the Business. (b) Since Except as set forth in Schedule 5.5(B), since the Balance Sheet Date, except as described on Schedule 5.5(B), the Seller Parties have has conducted the Business only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, the except as set forth in such Schedule, Seller Parties have has not, in respect of the Business: (i) sold, leased (as lessor), transferred or otherwise disposed of (including any transfers by from Seller to any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller after the Balance Sheet Date, except for inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrances; (ii) cancelled any material debts owed to or claims held by any Seller Party (including the settlement of any claims or litigation) other than in the ordinary course of the Business consistent with past practice; (iii) materially created, incurred or assumed, or agreed to create, incur or assume, any indebtedness for borrowed money or entered into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (iv) accelerated or delayed collection of notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (ivv) materially delayed or accelerated payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (vvi) instituted made, or agreed to make, any material change in compensation payment of cash or benefits with respect distribution of assets to Parent, any Business EmployeeShareholder or any of their respective Affiliates, other than the payment of salaries at levels no greater than the annualized levels paid as of the Balance Sheet Date and other than the cash payments specified on Schedule 5.5(B); or (vivii) instituted any increase in any compensation payable to any employee of Seller or in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to employees of Seller; or (viii) prepared or filed any Tax Return inconsistent with past practice or, on any such Tax Return, taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods which would have the effect of deferring income to periods for which Buyer is liable pursuant to Section 7.2(a) or accelerating deductions to periods for which Seller is liable pursuant to Section 7.2(a)); or (ix) made any change in the accounting principles and practices used by the Seller Parties from those applied in the preparation of the Balance Sheet and the related statements of income and cash flow for the period then ended; or (vii) agreed or committed to do any of the foregoing.

Operations Since Balance Sheet Date. (a) Since Except as set forth in Schedule 2.06(a), since the Balance Sheet Date, except as described on Schedule 5.5(A), there has been: (i) no Material Adverse Effect; and (ii) been no damage, destruction, loss destruction or claimloss, whether or not covered by insurance, or condemnation or other taking adversely affecting affecting, individually or together with other such events, in any material respect any of the Purchased Assets or the BusinessAssets. (b) Since Except as set forth in Schedule 2.06(b) and except with respect to the actions of Seller resulting in this Agreement, since the Balance Sheet Date, except as described on Schedule 5.5(B), the Seller Parties have has conducted the Business its business only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, the except as set forth in Schedule 2.06(b), Seller Parties have has not, in respect of the Business: (i) sold, leased (as lessor), transferred or otherwise disposed of (including any transfers by Seller to any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller after the Balance Sheet Date, except for inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business business consistent with past practice and practice, made or permitted any amendment, cancellation or termination of any of the Assumed Contracts or created or suffered to exist any lien on any of the Purchased Assets, except for Permitted EncumbrancesLiens and liens to be discharged at or prior to Closing; (ii) (A) cancelled or waived any material debts owed to or claims held by any Seller Party (including the settlement of any claims or litigation) other than in the ordinary course of the Business its business consistent with past practicepractice or (B) incurred any indebtedness; (iii) materially entered into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (iv) revalued any assets or properties, or accelerated or delayed collection of or (except as contemplated by subparagraph (ii) above) written off notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business its business consistent with past practice, or increased or changed any assumptions underlying bad debt calculations or contingency or other reserves; (ivv) materially delayed except for sales or accelerated payment dispositions of any account payable inventory or other liability of the Business beyond obsolete or in advance of its due date or the date when such liability would have been paid worn out tangible assets in the ordinary course of the Business consistent with past practicebusiness, suffered or made (or committed to make) any sale, transfer, lease, license, encumbrance, loss, disposition, destruction or damage of any Purchased Asset; (v) instituted any material change in compensation or benefits with respect to any Business Employee; or (vi) made any change in the accounting methods, principles and practices used by the Seller Parties from those applied in the preparation of the Latest Balance Sheet and or the related statements of income or stockholders’ equity as of and for the period then endedtwelve months ended December 31, 2006; (vii) made or contractually committed to make any capital expenditures or commitments for additions to property, plant or equipment used or held for use in the conduct of the business constituting capital assets in an aggregate amount exceeding $25,000; (viii) made any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock of Seller, or any direct or indirect redemption, purchase or other acquisition by Seller of any such capital stock of or any other security of Seller; (ix) (A) made any payment to any Shareholder or their Affiliates or Associates for products or services sold or rendered or to be sold or rendered, made any other payment in respect of any liability, obligation or commitment to any Shareholder or their Affiliates or Associates or assumed, guaranteed, or otherwise became liable (directly or contingently) for any liability or obligation of any Shareholder or their Affiliates or Associates, or (B) entered into any other transaction, commitment or understanding with any Shareholder or their Affiliates or Associates or for the benefit of any of them; (x) (A) increased the salary, wages, bonus, discretionary profit sharing contribution or other compensation of (1) any director, officer or employee of Seller having a base salary in excess of $50,000 per year or any business consultant of Seller or (2) any other employee of Seller in an amount greater than 5% per annum; (B) established or modified (1) targets, goals, pools or similar provisions in respect of any fiscal year under any Benefit Plan, employment-related contract or other employee compensation arrangement or (2) salary ranges, increase guidelines or similar provisions in respect of any Benefit Plan, employment-related contract or other employee compensation arrangement; or (C) adopted, entered into or became bound by any Benefit Plan, employment-related contract or collective bargaining agreement, or amended, modified or terminated (partially or completely) any Benefit Plan or employment-related contract, except to the extent required by applicable Law; (xi) entered into a contract to do or engage in any of the foregoing after the date hereof; or (viixii) agreed entered into any other transaction involving the Business or committed to do any the Purchased Assets outside the ordinary course of the foregoingbusiness consistent with past practice.

Operations Since Balance Sheet Date. (a) Since Except as set forth in Schedule 4.5(a), since the Balance Sheet Date, except as described on Schedule 5.5(A), there has been: : (i) no Material Adverse EffectEffect on the Company, and, to the Knowledge of the Company, no fact or condition exists or is contemplated or threatened which would reasonably be expected to cause such a Material Adverse Effect in the future; and and (ii) no material damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting any affecting, the assets or properties of the Purchased Assets Company, the Subsidiary or the Business. (b) Since Except as set forth in Schedule 4.5(b), since the Balance Sheet Date, except as described on Schedule 5.5(B), each of the Seller Parties have Company and the Subsidiary has conducted the Business only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, except as set forth in such Schedule, neither the Seller Parties have not, in respect of Company nor the BusinessSubsidiary has: (i) sold, leased (as lessor), transferred or otherwise disposed of (including any transfers by Seller to any Securityholder or to any of its such Securityholder’s Affiliates), or mortgaged or pledged, or imposed imposed, or to the Knowledge of the Company suffered to be imposed imposed, any Encumbrance on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller after the Balance Sheet Date, except for inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrances; (ii) cancelled any material debts owed to or claims held by any Seller Party (including the settlement of any claims or litigation) other than in the ordinary course of the Business consistent with past practice; (iii) materially created, incurred or assumed, or agreed to create, incur or assume, any indebtedness for borrowed money or entered into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13), other than the Funded Debt; (iv) accelerated or delayed collection of notes or accounts receivable generated by the Business or accelerated work-in-process in advance of or beyond their regular due dates or the dates when the same would have been collected or performed in the ordinary course of the Business consistent with past practice; (ivv) materially delayed or accelerated payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (vvi) made, or agreed to make, any payment of cash or distribution of assets to any Securityholder or any of their Affiliates or any employee of the Company or the Subsidiary, other than the payment of salaries and the reimbursement of ordinary business expenses to Securityholders at levels no greater than those paid for calendar year 2013; (vii) instituted any material change increase in any compensation or benefits with respect payable to any Business Employee; oremployee, director, officer, consultant or contractor of the Company or the Subsidiary or adopted, modified, amended or terminated any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other benefit plan covering any employee, director, officer, consultant or contractor of the Company or the Subsidiary, other than the Amended and Restated Employment Agreements; (viviii) prepared or filed any Tax Return inconsistent with past practice or, on any such Tax Return, taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods which would have the effect of deferring income to periods for which Parent is liable pursuant to Section 7.2 or accelerating deductions to periods for which the Company is liable pursuant to Section 7.2); (ix) made any change in the accounting principles and practices used by the Seller Parties Company or the Subsidiary from those applied in the preparation of the Balance Sheet and the related statements of income and cash flow for the period then ended; (x) made any material change to its internal control over financial reporting, or identified or became aware of any fraud or any significant deficiency or material weakness in internal control over financial reporting; or (viixi) agreed entered into or become committed to do enter into any other material transaction except in the ordinary course of the foregoingBusiness consistent with past practice.

Operations Since Balance Sheet Date. (a) Since Except as set forth in Schedule 3.6(a), since the Balance Sheet Date, except as described on Schedule 5.5(A), there has been: : (i) except for changes relating to the oil and gas industry in general and not specifically relating to Terra, its Subsidiaries, or the Stockholders, no Material Adverse Effect; and Change in Terra and its Subsidiaries taken as a whole, and (ii) no damage, destruction, loss or claimclaim with respect to, whether or not covered by insurance, or condemnation or other taking adversely affecting any of of, assets having a Material Adverse Effect on Terra and its Subsidiaries taken as a whole; provided, however, that no representation or warranty is made with respect to the Purchased Assets or items described in the Businessproviso contained in Section 3.7. (b) Since Except as set forth in Schedule 3.6(b), as contemplated hereby or with the prior written consent of CMS Energy after the date hereof, since the Balance Sheet Date, except as described on Schedule 5.5(B), the Seller Parties have Terra has conducted the Business its business only in the ordinary course and in general conformity in all material respects with past practice. Without limiting the generality of the foregoing, except as set forth in Schedule 3.6(b), as contemplated by any provision of this Agreement or with the prior written consent of CMS Energy after the date hereof, since the Balance Sheet Date, the Seller Parties have not, in respect neither Terra nor any of the Business: its Subsidiaries has: (i) soldissued, leased delivered or agreed (as lessor), transferred actually or otherwise disposed of (including any transfers by Seller contingently) to issue or deliver any of its Affiliates)capital stock, except with respect to the exercise of the Options, or mortgaged granted any option, warrant or pledgedright to purchase any of its capital stock or other equity interest, or imposed security convertible into its capital stock or suffered to be imposed any Encumbrance onother equity interest, any of the assets reflected on the Balance Sheet or any assets acquired by Seller after the Balance Sheet Dateor, except for inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrances; (ii) cancelled any material debts owed to or claims held by any Seller Party (including the settlement of any claims or litigation) other than in the ordinary course of the Business business consistent with past practice; (iii) materially accelerated or delayed collection , any of its bonds, notes or accounts receivable generated by other securities, or borrowed or agreed to borrow any funds; (ii) paid any obligation or liability (absolute or contingent) other than current liabilities reflected on the Business balance sheets referred to in advance of or beyond their regular due dates or Section 3.5 and current liabilities incurred since the dates when the same would have been collected Balance Sheet Date in the ordinary course of the Business business consistent with past practice; ; (iii) declared or made, or agreed to declare or make, any payment of dividends or distributions to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock or other equity interest, (iv) materially delayed mortgaged, pledged or accelerated payment of encumbered any account payable or assets other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid than in the ordinary course of the Business business consistent with past practice; ; (v) instituted except for (A) assets sold, leased or transferred in the ordinary course of business consistent with past practice and (B) the sale of the Purchased Assets as contemplated by Section 6.6(b) hereof, sold, leased or transferred or agreed to sell, lease or transfer any material assets or rights; (vi) to the knowledge of Terra, except in the ordinary course of business consistent with past practice, canceled or agreed to cancel any material debts or claims, waived or agreed to waive any rights of material value, or allowed to lapse or failed to keep in force any material franchise, permit or other material right; (vii) to the knowledge of Terra, except in the ordinary course of business consistent with past practice, made or permitted any material amendment or termination of any material contract, agreement or license; (viii) undertaken or committed to capital expenditures exceeding $100,000 for any single project or related series of projects, except for the 1995 Antrim Program and the New Office; (ix) made any increase in the compensation paid or to become payable to, or paid any bonus or incentive compensation to, any of its directors, officers or employees except for increases in base compensation in the normal course of business consistent with past practice, increases required to be made pursuant to the terms of any written employment or other agreement or employee benefit plan entered into prior to the Balance Sheet Date, any bonus or incentive compensation the payment of which has been approved in writing by CMS Energy or which is included in calculating Terra Consolidated Net Working Capital, and any bonus or incentive compensation which is referred to in Section 6.6(a)(xiii); (x) amended its articles of incorporation or by-laws; (xi) to the knowledge of Terra, undergone any material adverse change in compensation its relationship with any material supplier, purchaser, distributor, lessor, governmental body, co-venturer under any Operating Agreement or benefits consultant; (xii) made charitable donations in excess of $20,000 in the aggregate; (xiii) incurred any liability or obligation (whether absolute, accrued, contingent or otherwise and whether direct or as guarantor or otherwise with respect to obligations of others) material to the business or assets of Terra and its Subsidiaries, taken as a whole, except in the ordinary course of business consistent with past practice and except as contemplated hereunder and disregarding matters referred to in the proviso contained in Section 3.7; (xiv) instituted, settled or agreed to settle any Business Employeelitigation, action, or proceeding before any court or governmental body relating to the business or assets of Terra or any of its Subsidiaries and involving an amount in excess of $10,000 or materially affecting Terra or its Subsidiaries; (xv) entered into, or amended in any material respect, any employment, collective bargaining, deferred compensation, retention, change of control, termination or other material agreement or arrangement for the benefit of employees (whether or not legally binding) or entered into, adopted or amended in any material respect any Plan (as hereinafter defined); (xvi) suffered any strike or other employment related problem which would have a Material Adverse Effect on Terra and its Subsidiaries taken as a whole; (xvii) suffered the loss of any key employees, consultants or agents which would have a Material Adverse Effect on Terra and its Subsidiaries taken as a whole or (vi) made , to the knowledge of Terra, had any material adverse change in its relations with its employees, consultants or agents; (xviii) received any notice of termination of any material contract or lease or other material agreement; (xix) transferred or expressly granted any rights under, or entered into any settlement regarding the breach or infringement of, any material United States or foreign license, patent, copyright, trademark, trade name, invention or other material intellectual property or modified in any material respect any existing rights with respect thereto; (xx) changed its accounting principles and practices used by reference period; (xxi) entered into any transaction of the Seller Parties from those applied type described in Section 3.30 except as permitted hereunder; or (xxii) entered into or become committed to enter into any other material transaction except in the preparation ordinary course of the Balance Sheet and the related statements of income for the period then ended; or (vii) agreed or committed to do any of the foregoingbusiness consistent with past practice.

Operations Since Balance Sheet Date. (a) Since the Balance Sheet Date, except as described on Schedule 5.5(A), there has been: (i) no Material Adverse Effectmaterial adverse change in the Purchased Assets, the Business or the operations, liabilities, profits, condition (financial or otherwise) or, Sellers’ Knowledge, prospects of the Sellers, and no fact or condition exists or is contemplated or, to the Sellers’ Knowledge, threatened, which might reasonably be expected to cause such a change in the future; and (ii) no damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking materially adversely affecting any of the Purchased Assets or the Business. (b) Since Except as set forth in Schedule 5.5(B) and except for engaging in discussions regarding the sale of the Business and except for entering into this Agreement and the Seller Ancillary Agreements, since the Balance Sheet Date, except as described on Schedule 5.5(B), the Seller Parties Sellers have conducted the Business only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, the Seller Parties except as set forth in such Schedule, Sellers have not, in respect of the Business: (i) sold, leased (as lessor), transferred or otherwise disposed of (including any transfers by any Seller to any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any of the assets reflected on the Balance Sheet or any assets acquired by a Seller after the Balance Sheet Date, except for inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrancespractice; (ii) cancelled any material debts owed to or claims held by any a Seller Party (including the settlement of any claims or litigation) other than in the ordinary course of the Business consistent with past practice; (iii) materially created, incurred or assumed, or agreed to create, incur or assume, any indebtedness for borrowed money (other than money borrowed or advances by a Seller from any of its Affiliates in the ordinary course of the Business consistent with past practice) or entered into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (iv) accelerated or delayed collection of notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (ivv) materially delayed or accelerated payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (vvi) allowed the levels of raw materials, supplies, work-in-process, finished goods or other materials included in the inventory of the Business to vary in any material respect from the levels customarily maintained in the Business, taking into account seasonality and the past business practices; (vii) made, or agreed to make, any payment of cash or distribution of assets to a Seller or any of its Affiliates; (viii) instituted any material change increase in any compensation or benefits with respect payable to any Business Employee; oremployee of a Seller or in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to employees of Sellers; (viix) prepared or filed any Tax Return inconsistent with past practice or, on any such Tax Return, taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods which would have the effect of deferring income to periods for which Buyer is liable pursuant to Section 8.2(a) or accelerating deductions to periods for which Sellers are liable pursuant to Section 8.2(a)); (x) made any change in the accounting principles and practices used by the a Seller Parties from those applied in the preparation of the Balance Sheet and the related statements of income and cash flow for the period then ended; (xi) made any capital expenditure with respect to the Business or entered into any contract or commitment therefor, other than capital expenditures or contracts, agreements or understandings for capital expenditures referred to in the applicable budget contained in Schedule 5.23; (xii) made any material change to its internal control over financial reporting, or identified or became aware of any fraud or any significant deficiency or material weakness in internal control over financial reporting; or (viixiii) agreed entered into or become committed to do enter into any other material transaction except in the ordinary course of the foregoingBusiness consistent with past practice.

Operations Since Balance Sheet Date. (a) Since Except as set forth in Schedule 5.5(A), since the Balance Sheet Date, except as described on Schedule 5.5(A), there has been: (i) no Material Adverse Effectmaterial adverse change in the Purchased Assets, the Business or the operations, profits or financial condition of Seller, and, to the knowledge of Seller, no fact or condition exists or is contemplated or threatened which would reasonably be expected to cause such a change in the future; and (ii) no damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting any of the Purchased Assets or the BusinessBusiness in any material respect. (b) Since Except as set forth in Schedule 5.5(B), since the Balance Sheet Date, except as described on Schedule 5.5(B), the Seller Parties have has conducted the Business only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, the except as set forth in such Schedule, Seller Parties have has not, in respect of the Business: (i) sold, leased (as lessor), transferred or otherwise disposed of (including any transfers by from Seller to any Shareholder or to any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any of the material assets reflected on the Balance Sheet or any material assets acquired by Seller after the Balance Sheet Date, except for inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrances; (ii) cancelled any material debts owed to or claims held by any Seller Party (including the settlement of any claims or litigation) other than in the ordinary course of the Business consistent with past practice; (iii) materially created, incurred or assumed, or agreed to create, incur or assume, any indebtedness for borrowed money or entered into, as lessee, any capitalized or operating lease obligations (as defined by generally accepted accounting principles); (iv) accelerated or delayed collection of notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (ivv) materially delayed or accelerated payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (vvi) made, or agreed to make, any payment of cash or distribution of assets to any Shareholder or any of its Affiliates, other than the payment of salaries, bonuses or expense reimbursement in the ordinary course of the Business consistent with past practice and other than distributions of Excluded Assets and distributions of the Purchase Price; (vii) instituted any material change increase in any compensation or benefits with respect payable to any employee of Seller or in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to employees of Seller other than in the ordinary course of the Business Employeeconsistent with past practice and other than as contemplated by this Agreement; (viii) prepared or filed any Tax Return inconsistent with past practice or, on any such Tax Return, taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods which would have the effect of deferring income to periods for which Buyer is liable pursuant to Section 7.2(a) or accelerating deductions to periods for which Seller is liable pursuant to Section 7.2(a)); or (viix) made any material change in the accounting principles and practices used by the Seller Parties from those applied in the preparation of the Balance Sheet and the related statements of income and cash flow for the period then ended; or (vii) agreed or committed to do any of the foregoing.

Operations Since Balance Sheet Date. (a) Since Except as set forth in Schedule 4.5(a), since the Balance Sheet Date, except as described on Schedule 5.5(A), Date there has been, in respect of the Station, the Business or the Purchased Assets: (i) no change in the financial condition or the results of operations which has had a Material Adverse Effect; and; (ii) no material damage, destruction, loss or claim, claim (whether or not covered by insurance, ) or condemnation or other taking adversely affecting any of the Purchased Assets or the Businesstaking; and (iii) no material adverse change in employee relations. (b) Since Except as set forth in Schedule 4.5(b), since the Balance Sheet Date, except as described on Schedule 5.5(B), Date the Seller Parties have conducted operations of the Station and the Business have been conducted only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, except as set forth in such Schedule, the Seller Parties ACME Entities have not, in respect of the BusinessStation, the Business or the Purchased Assets: (i) sold, leased (as lessor)leased, transferred or otherwise disposed of (including any transfers by Seller to any Affiliate of its AffiliatesSellers), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance (other than Permitted Encumbrances) on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller after the Balance Sheet DatePurchased Assets, except for inventory and minor amounts of other than personal property having a value, in the aggregate, of less than $50,000 sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrancespractice; (ii) cancelled canceled any material debts owed to or claims held by any Seller Party Sellers (including the settlement of any claims or litigation) or waived any right of significant value to the Business other than in the ordinary course of the Business consistent with past practice; (iii) materially accelerated created, incurred, guaranteed or delayed collection assumed, or agreed to create, incur, guarantee or assume, any indebtedness for borrowed money in respect of notes or accounts receivable generated by the Business in advance (other than money borrowed or advances from any Seller or any of or beyond their regular due dates or the dates when the same would have been collected Affiliates in the ordinary course of the Business consistent with past practice) or entered into any capitalized leases; (iv) materially accelerated collection of notes or accounts receivable generated by the Business to a date prior to the date such collection would have occurred in the ordinary course of the Business; (v) delayed or accelerated payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (vvi) instituted any material changed accounting methods, principles or practices, except insofar as may have been required by law or by a change in compensation generally accepted accounting principles; (vii) acquired any real property or benefits with respect undertaken or committed to undertake capital expenditures exceeding $25,000 in the aggregate; (viii) made any Business Employeeacquisition (by merger, consolidation, acquisition of stock or assets or otherwise) of any corporation, partnership or other business organization or division thereof or interest therein; or (viix) entered into any agreement or made any change commitment to take any action described in the accounting principles and practices used by the Seller Parties from those applied in the preparation of the Balance Sheet and the related statements of income for the period then ended; or subparagraphs (viii) agreed or committed to do any of the foregoingthrough (viii) above.

Operations Since Balance Sheet Date. (a) Since Except as set forth in Schedule 5.5(a), since the Balance Sheet Date, except as described on Schedule 5.5(A), there has been: (i) been no Material Adverse Effect; and (ii) , and no damagefact or condition exists or, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting any to the Knowledge of the Purchased Assets or the BusinessCompany, is threatened which would reasonably be expected to cause a Material Adverse Effect. (b) Since Except as set forth in Schedule 5.5(b), since the Balance Sheet Date, except as described on Schedule 5.5(B), the Seller Parties Company and the Subsidiaries have conducted the Business their business only in the ordinary course and in conformity in all material respects with past practiceof business. Without limiting the generality of the foregoing, since the Balance Sheet Date, except as set forth in Schedule 5.3(b), neither the Seller Parties have not, in respect Company nor any Subsidiary has: ** Portions of the Business:Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (i) issued, delivered or agreed (conditionally or unconditionally) to issue or deliver, or granted any option, warrant or other right to purchase, any of its capital stock or other equity interest or any security convertible into its capital stock or other equity interest; (ii) issued, delivered or agreed (conditionally or unconditionally) to issue or deliver any of its bonds, notes or other debt securities, or borrowed or agreed to borrow any funds; (iii) paid any obligation or liability (absolute or contingent) other than current liabilities reflected on the Balance Sheet and current liabilities incurred since the Balance Sheet Date in the ordinary course of business; (iv) declared, set aside or made, or agreed to declare, set aside or make, any payment of dividends or distributions to its stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock or other equity interest, it being understood that pursuant to the terms of the Certificate of Incorporation, dividends accrue whether or not declared (but have not been paid) on the outstanding Series A Preferred Stock, Series C-1 Preferred Stock, Series C-2 Preferred Stock and Series C-3 Preferred Stock; (v) except in the ordinary course of business, made any amendment or termination of any Company Agreement; (vi) except as set forth in the Operating Plan, undertaken or committed to undertake capital expenditures exceeding $200,000 or acquired any real property; (vii) sold, leased (as lessor), transferred or otherwise disposed of (including any transfers by Seller to any of its Affiliates)of, or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance (other than a Permitted Encumbrance) on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller it after the Balance Sheet Date, except for other than (A) inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of business and other than Permitted Encumbrances and (B) sales or other dispositions not in the Business consistent with past practice and except for Permitted Encumbrancesordinary course of business so long as such sales or dispositions were contemplated by the Operating Plan or did not exceed $100,000 (individually or in the aggregate); (iiviii) cancelled canceled any material debts owed to or claims held by any Seller Party it (including the settlement of any claims or litigation) or waived any other rights held by it other than in the ordinary course of the Business consistent with past practicebusiness; (iiiix) materially created, incurred or assumed, or agreed to create, incur or assume, any Indebtedness (except pursuant to the Credit Agreement) or entered into, as lessee, any capital lease (as defined in Statement of Financial Accounting Standards No. 13); ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (x) accelerated or delayed collection of notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practicebusiness; (ivxi) materially delayed or accelerated payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability account payable would have been paid in the ordinary course of business; (xii) written off any notes or accounts receivable or portions thereof as uncollectible except for write-offs in the Business ordinary course of business or as required by U.S. generally accepted accounting principles consistently applied; (xiii) allowed the levels of raw materials, supplies, work-in-process, finished goods, goods on consignment or other materials included in its inventory to vary in any material respect from the levels maintained in the ordinary course of business; (xiv) instituted any increase in any compensation payable to any director, officer, consultant or employee or in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to its directors, officers, consultants or employees, except (A) regularly scheduled salary increases for employees, (B) annual bonuses paid to employees consistent with past practicecompensation practices and (C) the adoption of any ERISA Benefit Plans or Non-ERISA Commitments set forth in Schedules 5.15(a) and 5.15(b), respectively; (vxv) instituted paid any material change amount or incurred any liability to or in compensation respect of, or benefits sold any properties or assets to, or entered into any transaction, agreement or arrangement with respect to any Business Employee; orcorporation or business in which any officer or director of the Company or any Subsidiary has any direct or indirect ownership interest; (vixvi) entered into any collective bargaining agreements or employment agreements; (xvii) made any change in the accounting principles and practices used by the Seller Parties it from those applied in the preparation of the Balance Sheet and the related statements of income and cash flow for the period then ended; or (viixviii) agreed prepared or committed to do filed any Tax Return inconsistent with past practice or, on any such Tax Return, taken any position, made any election, or adopted any method that is inconsistent with the positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods, except where necessitated as a result of a change in circumstances of the foregoingCompany from a prior period.

Operations Since Balance Sheet Date. (a) Since the Balance Sheet Date, except as described on Schedule 5.5(A), there has been: (i) no material adverse change in the assets, business, operations, liabilities, profits or financial condition of the Company, and, to the Knowledge of the Executives, no fact or condition exists or is contemplated or threatened that would reasonably be expected to have a Material Adverse Effect; and (ii) no damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting any of the Purchased Assets or the Businessthat would reasonably be expected to have a Material Adverse Effect. (b) Since the Balance Sheet DateSeptember 30, except as described on Schedule 5.5(B)2007, the Seller Parties have Company has, in all material respects, conducted the Business its business only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since the Balance Sheet DateSeptember 30, 2007, the Seller Parties have Company has not, in respect of the Business: (i) (A) declared, set aside or paid any dividends on, or made any other actual, constructive or deemed distributions in respect of, any of its capital stock, or otherwise made any payments to its Stockholders in their capacity as such, (B) split, combined or reclassified any of its capital stock or issued, sold or authorized the issuance of any other securities in respect of, in lieu of or in substitution for any Shares (other than any issuances of its securities upon the conversion of any outstanding Company Preferred Stock, or upon the exercise of any Company Stock Options or Company Warrants) or (C) purchased, redeemed or otherwise acquired any Shares or any other securities of the Company; (ii) made any material change in the business or operations of the Company; (iii) amended the Company Charter or the Company’s bylaws; (iv) acquired or agreed to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, limited liability company, association or other business organization or division thereof; (v) altered through merger, liquidation, reorganization, restructuring or in any other fashion its corporate structure; (vi) made or incurred any capital expenditure or expenditures which, individually, is in excess of $30,000 or, in the aggregate, are in excess of $100,000; (vii) sold, leased (as lessor), transferred or otherwise disposed of (including any transfers by Seller to any of its Affiliates)of, or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any of the assets reflected on or properties of the Balance Sheet or any assets acquired by Seller after the Balance Sheet DateCompany, except for other than inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business business consistent with past practice and except for other than Permitted EncumbrancesEncumbrances and product licenses granted by the Company to third parties in the ordinary course of business, consistent with past practice; (iiviii) cancelled any material debts owed to or claims held by any Seller Party the Company (including the settlement of any claims or litigation) or waived any other rights held by the Company other than in the ordinary course of the Business business consistent with past practice; (iiiix) materially created, incurred or assumed, or agreed to create, incur or assume, any Indebtedness for Borrowed Money or entered into, as lessee, any capitalized lease obligation (as defined in Statement of Financial Accounting Standards No. 13); (x) accelerated or delayed collection of any notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected other than in the ordinary course of the Business business consistent with past practice; (ivxi) materially delayed or accelerated payment of any account payable or other liability of the Business Company beyond or in advance of its due date or the date when such liability would have been paid other than in the ordinary course of the Business business consistent with past practicepractice and other than required scheduled payments in respect of Indebtedness for Borrowed Money outstanding on the Balance Sheet; (v) instituted any material change in compensation or benefits with respect to any Business Employee; or (vixii) made any change in the accounting principles and practices used by the Seller Parties Company from those applied in the preparation of the Balance Sheet and financial statements referred to on Schedule 5.4 except as required by generally accepted accounting principles; (xiii) prepared or filed any Tax Return inconsistent with past practice or, on any such Tax Return, taken any position, made any election or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods which would have the related statements effect of deferring income for to periods after the period then endedClosing Date or accelerating deductions to periods prior to the Closing Date); or (viixiv) agreed entered into any agreement or committed commitment to do take any of the foregoingaction listed in clauses (i)-(xiii) above.

Operations Since Balance Sheet Date. (a) Since Except as set forth in SCHEDULE 5.5(A), since the Balance Sheet Date, except as described on Schedule 5.5(A), there has been: (i) no Material Adverse Effectmaterial adverse change in the Purchased Assets, the Business or the operations, liabilities, profits, prospects or condition (financial or otherwise) of either Division, and no fact or condition exists or is contemplated or, to the Sellers' knowledge, threatened which might reasonably be expected to cause such a change in the future; and (ii) no damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting any of the Purchased Assets or the Business. (b) Since Except as set forth in SCHEDULE 5.5(B), since the Balance Sheet Date, except as described on Schedule 5.5(B), the Seller Parties Sellers have conducted the Business only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, except as set forth in such Schedule, none of the Seller Parties have notSellers has, in respect of the Business: (i) sold, leased (as lessor), transferred or otherwise disposed of (including any transfers by from either Division to Seller to or any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller either Division after the Balance Sheet Date, except for inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrances; (ii) cancelled any material debts owed to or claims held by any Seller Party either Division (including the settlement of any claims or litigation) other than in the ordinary course of the Business consistent with past practice; (iii) materially created, incurred or assumed, or agreed to create, incur or assume, any indebtedness for borrowed money in respect of either Division (other than money borrowed or advances from any Seller or any of its Affiliates in the ordinary course of the Business consistent with past practice) or entered into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (iv) accelerated or delayed collection of notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (ivv) materially delayed or accelerated payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (vvi) allowed the levels of raw materials, supplies, work-in-process or other materials included in the inventory of either Division to vary in any material respect from the levels customarily maintained in the Business or from the amounts reflected in the Balance Sheet; (vii) made, or agreed to make, any payment of cash or distribution of assets to any Seller or any of its Affiliates (other than cash realized upon collection of receivables in the ordinary course of the Business); (viii) instituted any material change increase in any compensation or benefits payable to any employee of any Seller with respect to the Business or in any Business Employeeprofit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to employees of any Seller with respect to the Business; (ix) prepared or filed any Tax Return inconsistent with past practice or, on any such Tax Return, taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods which would have the effect of deferring income to periods for which Buyer is liable pursuant to SECTION 8.3(A) or accelerating deductions to periods for which any Seller is liable pursuant to SECTION 8.3(A)); or (vix) made any change in the accounting principles and practices used by the any Seller Parties from those applied in the preparation of the Balance Sheet and the related statements of income and cash flow for the period then ended; or (vii) agreed or committed to do any of the foregoing.

Operations Since Balance Sheet Date. (a) Since the Balance Sheet Date, except as described on set forth in Schedule 5.5(A2.7(a), there has been: (i) no Material Adverse Effect; and (ii) been no damage, destruction, loss destruction or claimloss, whether or not covered by insurance, or condemnation or other taking adversely affecting in any material respect any of the Purchased Assets or the Business. (b) Since Except as set forth in Schedule 2.7(b) and except with respect to the actions of the Sellers resulting in this Agreement, since the Balance Sheet Date, except as described on Schedule 5.5(B), the each Seller Parties have and CSC has conducted the Business only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, the except as set forth in such Schedule, neither Seller Parties have notnor (with respect to subparagraphs (vii), in respect of the Business(viii) and (ix) only) CSC has: (i) sold, leased (as lessor), transferred or otherwise disposed of (including any transfers by Seller to any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller after the Balance Sheet Date, except for inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business business consistent with past practice and except for Permitted Encumbrancespractice, made or permitted any amendment, cancellation or termination of any of the Assumed Contracts; (ii) cancelled or waived any material debts owed to or claims held by any either Seller Party (including the settlement of any claims or litigation) other than in the ordinary course of the Business its business consistent with past practicepractice and other than debts owed to CST by CSC; (iii) materially created, incurred or assumed, guaranteed or agreed to create, incur, assume or guarantee, any indebtedness for borrowed money resulting in the imposition of a Lien on any of the Purchased Assets (other than a Permitted Lien or a Lien which Sellers are obligated to discharge at or prior to the Closing) or entered into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (iv) revalued any assets or properties, or accelerated or delayed collection of or (except as contemplated by subparagraph (ii) above) written off notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business its business consistent with past practice, or increased or changed any assumptions underlying bad debt calculations or contingency or other reserves; (ivv) materially delayed except under the Prior Agreement, suffered, made (or accelerated payment committed to make) any sale, transfer, lease, license, encumbrance, loss, disposition, destruction or damage of any account payable asset or other liability property that, if it were held by a Seller on the Closing Date, would be part of the Business beyond Purchased Assets (except as permitted under Section 4.2 hereof); (vi) except under the Prior Agreement, acquired or in advance disposed of its due date assets (or the date when such liability would have been paid entered into any agreement to do so) or entered into or become committed to enter into any other material transaction except in the ordinary course of business (except as permitted under Section 4.2 hereof); (vii) instituted any increase or decrease in any compensation payable to any employee of Sellers or CSC except in the Business ordinary course of business consistent with past practicepractice or adopted or made any change or amendment in any profit-sharing, bonus, incentive, deferred compensation, retention, severance, golden parachute, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to employees of Sellers or CSC, except in each case as required by any Company Plan (as herein defined) (except as permitted under Section 4.2 hereof); (v) instituted any material change in compensation or benefits with respect to any Business Employee; or (viviii) made any change in the accounting methods, principles and practices used by the Seller Parties Sellers or CSC from those applied in the preparation of the Latest Balance Sheet and the related statements of income income, stockholders' equity and cash flow as of and for the period then endedtwelve months ended December 31, 2002; or (viiix) agreed experienced any strike, work stoppage, slow down, union organizing or committed to do recognition efforts, claims of unfair labor practices or similar claims or any significant labor difficulty of the foregoingany kind, character or nature or any change in personnel or in any employment or consulting agreement.

Operations Since Balance Sheet Date. (a) Since Except as set forth in Schedule 5.6, since the Balance Sheet Date, except as described on Schedule 5.5(A)there has been no and, to the Knowledge of Seller, there is no pending or threatened, change, event, transaction circumstance or effect that, individually or in the aggregate with all other such changes, events, transaction circumstance or effect, has been: (i) no had or would reasonably be expected to have any, Material Adverse Effect; and (ii) no damage. Except as set forth in Schedule 5.6, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting any of the Purchased Assets or the Business. (b) Since since the Balance Sheet Date, except as described on Schedule 5.5(B), the Seller Parties have Company has conducted the Business only in the ordinary course and in conformity its business in all material respects with past practicein the Ordinary Course of Business. Without limiting the generality of the foregoing, since the Balance Sheet Date, except as set forth in Schedule 5 6, neither the Seller Parties have not, in respect of the BusinessCompany nor WHI-IPA has: (ia) sold, leased (as lessor)leased, licensed, assigned, conveyed, transferred or otherwise disposed of (including any transfers by Seller to any of its Affiliates)of, or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller after the Balance Sheet Dateits assets, except for inventory and minor amounts of personal property (i) assets sold or otherwise disposed of for fair value in the ordinary course Ordinary Course of the Business consistent with past practice and except for (ii) Permitted Encumbrances; (iib) cancelled any material debts owed to or claims held by any Seller Party it (including the settlement of any claims or litigation) other than in the ordinary course Ordinary Course of the Business consistent with past practiceBusiness; (iiic) materially accelerated created, incurred, assumed or delayed collection of notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the otherwise become subject to any indebtedness for borrowed money (other than ordinary course working capital borrowings or advances from any of the Business consistent with past practiceits Affiliates) or entered into any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (iv) materially delayed or accelerated payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (v) instituted any material change in compensation or benefits with respect to any Business Employee; or (vid) made any change in the cash compensation of its employees or other service providers, other than changes made in the Ordinary Course of Business and consistent with past compensation practices or pursuant to contractual commitments existing on the date hereof described on Schedule 5.16(a); (e) except as set forth in Schedule 5.18, instituted any increase in any benefit provided under any profit-sharing, bonus, incentive, deferred compensation, severance, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan made available to its employees or other service providers, other than in the Ordinary Course of Business and consistent with past compensation practices; (f) except as set forth on Schedule 5.18, (A) provided any employee or other service provider with increased security or tenure of employment or granted any right to severance or termination pay to, or entered into or amended any employment, severance, change in control or retention agreement with any employee or other service provider; (B) increased the amount payable to any employee or other service provider upon the termination of any such employee’s or service provider’s service; or (C) made any material change in management structure, including the hiring, promotion, demotion or termination of officers; (g) declared, set aside, made or paid any dividend or other distribution payable in cash, equity interests, property or otherwise, or made any other payment on or with respect to any of its equity interests; (h) made any material change in payment credit practices or in the accounting principles and policies, methods or practices used by the Seller Parties from those applied in the preparation of the Balance Sheet Financial Statements; (i) made any change in its charter or by-laws or issued any capital stock (or securities exchangeable, convertible or exercisable for capital stock); (j) split, subdivided, recapitalized or otherwise effected any change in respect of any of its capital stock or other equity securities; (k) except in the Ordinary Course of Business, entered into, accelerated, terminated, modified or amended any Business Agreement; (l) entered into any transaction other than transactions entered into in the Ordinary Course of Business (which, for purposes of this Section 5.6(l), includes reasonable corporate-level, shared administrative and similar back-office services and arrangements and the provision of pharmacy benefit management services, mail order services and specialty pharmacy services) with Seller or any equityholder, director or Affiliate of the Company or any Subsidiary; (m) entered into any transaction with any employee or officer of the Company or any Subsidiary, other than the payment or provision of salary, benefits or other compensation in the Ordinary Course of Business to officers or employees of the Company; (n) consummated (A) any merger, consolidation or other business combination, (B) the purchase of any material assets of any Person or (C) the purchase of any capital stock of or interest (including for such purposes convertible securities or instruments) in any Person; (o) made any loan to any third party; (p) made any capital expenditures, capital additions or capital improvements that are not in the Ordinary Course of Business in amounts exceeding one hundred thousand dollars ($100,000) in the aggregate; (q) made or changed any material election related statements to Taxes, made any material change in Tax accounting method, amended any material Tax Return, entered into any closing agreement, settled any material Tax claim or assessment, surrendered any right to claim a refund for material Taxes, or consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to Seller (insofar as related to a Taxpayer) or any Taxpayer, in each case, that would reasonably be expected to result in an increase in taxable income for or Taxes of the period then endedCompany or WHI-IPA after the Closing Date; or (viir) agreed entered into any contract, or committed otherwise become obligated, to do any of the foregoing.

Operations Since Balance Sheet Date. (a) Since the Balance Sheet Date, except as described on set forth in Schedule 5.5(A)2.6, there has been: (i) no Material Adverse Effect; and (ii) been no damage, destruction, loss destruction or claimloss, whether or not covered by insurance, or condemnation or other taking adversely affecting in any material respect any of the Purchased Assets or the Business. (b) Since Except as set forth in Schedule 2.6 and except with respect to the actions of the Sellers resulting in this Agreement, since the Balance Sheet Date, except as described on Schedule 5.5(B), the each Seller Parties have has conducted the Business only in the ordinary course conformity with all rules and in conformity in all material respects with past practiceregulations of any Governmental Entity. Without limiting the generality of the foregoing, since the Balance Sheet Date, the Seller Parties have notexcept as set forth in such Schedule, in respect none of the BusinessSellers has: (i) soldmade or permitted any amendment, leased (as lessor), transferred cancellation or otherwise disposed termination of (including any transfers by Seller to any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller after the Balance Sheet Date, except for inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted EncumbrancesAssumed Contracts; (ii) with respect to the Purchased Assets, cancelled or waived any material debts owed to or claims held by any Seller Party of Sellers (including the settlement of any claims or litigation) other than in debts owed among the ordinary course of the Business consistent with past practiceSellers to each other or a Seller Affiliate; (iii) materially created, incurred or assumed, guaranteed or agreed to create, incur, assume or guarantee, any indebtedness for borrowed money resulting in the imposition of a Lien on any of the Purchased Assets (other than a Permitted Lien or a Lien which Sellers are obligated to discharge at or prior to the Closing) or entered into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (iv) revalued any assets or properties, or accelerated or delayed collection of or (except as contemplated by subparagraph (ii) above) written off notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business its business consistent with past practice; (iv) materially delayed , or accelerated payment of increased or changed any account payable assumptions underlying bad debt calculations or contingency or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practicereserves; (v) instituted suffered, made (or committed to make) any material change in compensation sale, transfer, lease, license, encumbrance, loss, disposition, destruction or benefits with respect to damage of any Business Employee; orasset or property that, if it were held by a Seller on the Closing Date, would be part of the Purchased Assets (except as permitted under Section 4.2 hereof); (vi) acquired or disposed of assets (or entered into any agreement to do so) or entered into or become committed to enter into any other material transaction (except as permitted under Section 4.2 hereof); (vii) instituted any increase or decrease in any compensation payable to any employee of Sellers or adopted or made any change or amendment in any profit-sharing, bonus, incentive, deferred compensation, retention, severance, golden parachute, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to employees of Sellers, except in each case as required by any Company Plan (as herein defined), written employment agreement, collective bargaining agreement or multi-employer health and welfare or pension plan and except as permitted under Section 4.2 hereof; (viii) made any change in the accounting methods, principles and practices used by the Seller Parties Sellers from those applied in the preparation of the Latest Balance Sheet and the related statements of income income, stockholders’, partners’ or members’ equity and cash flow as of and for the period then endedtwelve months ended December 31, 2004; or (viiix) agreed experienced any strike, work stoppage, slow down, union organizing or committed to do recognition efforts, claims of unfair labor practices, grievances, labor arbitrations, or any similar significant labor difficulty of any kind, character or nature or any hiring or termination of employees or independent contractors of the foregoingBusiness, or any change in any employment or consulting agreements.

Operations Since Balance Sheet Date. (a) Since Except as set forth in Schedule 5.5(A), since the Balance Sheet Date, except as described on Schedule 5.5(A), there has been: (i) have been no Material Adverse Effect; and (ii) no damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting any of changes in the Purchased Assets or the BusinessBusiness which have had a Material Adverse Effect. (b) Since Except as set forth in Schedule 5.5(B), since the Balance Sheet Date, except as described on Schedule 5.5(B), each of FFMC and the Seller Parties have Subsidiaries has conducted the Business only in the ordinary course and in conformity in all material respects with past practicecourse. Without limiting the generality of the foregoing, since the Balance Sheet Date, except as set forth in such Schedule, each of FFMC and the Seller Parties have Subsidiaries has not, in respect of the Business: (i) made any material change in the Business or its operations, except such changes as may be required to comply with any applicable Requirements of Law; (ii) made any capital expenditure or entered into any contract or commitment therefor involving the payment by FFMC or any Subsidiary of an amount in excess of $100,000 (except for the purchase of three Kodak CD-ROM systems previously disclosed to Buyer); (iii) entered into any contract for the purchase of real property or for the sale of any Owned Real Property listed in Schedule 5.10; (iv) sold, leased (as lessor), transferred transferred, assigned or otherwise disposed of (including any transfers by Seller to any of its Sellers' Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, the Purchased Assets or any of the assets reflected on the Audited Balance Sheet or any assets acquired by Seller FFMC or any Subsidiary after the Balance Sheet Date, except for inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrances; (iiv) cancelled any material debts owed to or claims held by any Seller Party it (including the settlement of any claims or litigation) other than in the ordinary course of the Business consistent with past practiceBusiness; (iiivi) materially created, incurred, assumed, guaranteed or endorsed, or agreed to create, incur, assume, guarantee or endorse, any indebtedness for borrowed money (other than money borrowed or advances from any of its Affiliates in the ordinary course of the Business) or entered into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (vii) accelerated or delayed collection of notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practiceBusiness; (ivviii) materially delayed or accelerated payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practiceBusiness; (vix) made, or agreed to make, any distribution of assets to any of its Affiliates (other than cash realized upon collection of receivables in the ordinary course of the Business); (x) instituted any material change increase in any compensation payable to any employee of FFMC or benefits any Subsidiary with respect to the Business (whose annual compensation at the Balance Sheet Date was in excess of $50,000) or in any Business Employee; orprofit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to current or former employees of FFMC or any Subsidiary with respect to the Business; (vixi) made or authorized any change in the organizational documents of FFMC or any Subsidiary; (xii) merged any Subsidiary with or into or consolidated any Subsidiary with any other Person or in any way reclassified any shares of the capital stock of any Subsidiary; (xiii) made any material change in the amount or scope of coverage of insurance currently carried; (xiv) made any change in the accounting principles and practices used by the Seller Parties from those policies applied in the preparation of the Balance Sheet financial statements contained in Schedule 5.4; (xv) hired any employee whose salary is in excess of $50,000 or entered into a contract with any consultant which requires an annual payment by the Division in excess of $50,000; (xvi) delayed or postponed inventory purchases, repair and maintenance of real or personal properties, other than delays or postponements in the related statements ordinary course of income for business that do not adversely impair the period then endedservices provided to customers; or (viixvii) agreed or committed to do any of the foregoing.

Operations Since Balance Sheet Date. (a) Since Except as set forth in Schedule 5.5(a), since the Balance Sheet Date, except as described on Schedule 5.5(A), there has been: (i) no Material Adverse Effectmaterial adverse change in the Purchased Assets, the Business or the operations, profits, or financial condition of either Seller, and, to the knowledge of Sellers, no fact or condition exists or is contemplated or threatened which would reasonably be expected to cause such a change in the future; and (ii) no material damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting any of the Purchased Assets or the Business. (b) Since Except as set forth in Schedule 5.5(b), since the Balance Sheet Date, except as described on Schedule 5.5(B), the Seller Parties Sellers have conducted the Business only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, the except as set forth in such Schedule, neither Seller Parties have not, in respect of the Businesshas: (i) sold, leased (as lessor), transferred or otherwise disposed of (including any transfers by from either Seller to any Selling Party or to any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any of the assets reflected on the Balance Sheet or any assets acquired by either Seller after the Balance Sheet Date, except for inventory and minor immaterial amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrances; (ii) cancelled any material debts owed to or claims held by any either Seller Party (including the settlement of any claims or litigation) other than in the ordinary course of the Business consistent with past practice; (iii) materially created, incurred or assumed, or agreed to create, incur or assume, any indebtedness for borrowed money or entered into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (iv) accelerated or delayed collection of notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (ivv) materially delayed or accelerated payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (vvi) made, or agreed to make, any payment of cash or distribution of assets to any Selling Party or any of its Affiliates, other than the payment of salaries, bonuses or expense reimbursement in the ordinary course of the Business consistent with past practice and other than distributions of Excluded Assets; (vii) instituted any material change increase in any compensation or benefits with respect payable to any employee of either Seller or in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to employees of either Seller other than in the ordinary course of the Business Employeeconsistent with past practice; (viii) prepared or filed any Tax Return inconsistent with past practice or, on any such Tax Return, taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods which would have the effect of deferring income to periods for which Buyer is liable pursuant to Section 7.2(a) or accelerating deductions to periods for which Sellers are liable pursuant to Section 7.2(a)); or (viix) made any change in the accounting principles and practices used by the either Seller Parties from those applied in the preparation of the Balance Sheet and the related statements of income and cash flow for the period then ended; or (vii) agreed or committed to do any of the foregoing.

Operations Since Balance Sheet Date. (a) Since Except as set forth in Schedule 4.7(a), since September 30, 2000 until the Balance Sheet Date, except as described on Schedule 5.5(A)date of this Agreement, there has been: (i) no Material Adverse Effect; and (ii) been no damage, destruction, loss destruction or claimloss, whether or not covered by insurance, or condemnation or other taking adversely affecting in any material respect any of the Purchased Assets Company's material assets or the Businessits business. (b) Since Except as set forth in Schedule 4.7(b) and except with respect to the Balance Sheet Dateactions of the Company resulting in this Agreement, except as described on Schedule 5.5(B)since September 30, 2000 until the date of this Agreement, the Seller Parties have Company has conducted the Business its business only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since September 30, 2000 until the Balance Sheet Datedate of this Agreement, except as set forth in such Schedule, the Seller Parties have Company has not, in respect of the Business: (i) soldissued, leased delivered or agreed (as lessor), transferred conditionally or otherwise disposed of (including any transfers by Seller unconditionally) to any of its Affiliates)issue or deliver, or mortgaged or pledged, or imposed or suffered to be imposed granted any Encumbrance on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller after the Balance Sheet Dateoption, except for inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business business consistent with past practice and except for Permitted Encumbrancespractice, warrant or other right to purchase, any of its capital stock or other equity interest or any security convertible into its capital stock or other equity interest; (ii) issued, delivered or agreed (conditionally or unconditionally) to issue or deliver any of its bonds, notes or other debt securities, or borrowed or agreed to borrow any funds, other than in the ordinary course of business consistent with past practice; (iii) paid any obligation or liability (absolute or contingent) other than current liabilities in the ordinary course of business consistent with past practice; (iv) except with respect to the declaration on November 24, 2000, of a $0.16 dividend payable per Share, declared or made, or agreed to declare or make, any payment of dividends or distributions to its stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock or other equity interest, except in each case as provided herein; (v) except in the ordinary course of business consistent with past practice, made or permitted any material amendment or termination of any material agreement; (vi) cancelled any material debts owed to or claims held by any Seller Party the Company (including the settlement of any claims or litigation) other than in the ordinary course of the Business its business consistent with past practice; (iiivii) materially created, incurred or assumed, or agreed to create, incur or assume, any indebtedness for borrowed money or entered into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (viii) accelerated or delayed collection of notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business its business consistent with past practice; (ivix) materially delayed or accelerated payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business its business consistent with past practice; (vx) made or committed to make any material disposition of assets of the Company and its Subsidiaries; (xi) entered into or become committed to enter into any other material transaction except in the ordinary course of business; (xii) allowed the levels of inventory of the Company to vary in any material respect from the levels customarily maintained in its business; (xiii) instituted any material change increase in any compensation or benefits with respect payable to any Business Employee; employee of the Company except in the ordinary course of business or, except as set forth in Schedule 4.7(b)(xiii), in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to employees of the Company, except in each case as required by any Company Plan (as defined in Section 4.13 of this Agreement); (vixiv) made any change in the accounting principles and practices used by the Seller Parties Company from those applied in the preparation of the Balance Sheet September 30, 2000 balance sheet contained in the Company SEC Reports and the related statements of income income, stockholders' equity and cash flow for the period then ended; or (vii) agreed or committed to do any of the foregoingtwelve months ended September 30, 2000.

Operations Since Balance Sheet Date. (a) Since Except as set forth in Schedule 5.5(A), since the Balance Sheet Date, except as described on Schedule 5.5(A), there has been: (i) no Material Adverse Effectmaterial adverse change in the Purchased Assets, the Business or the operations, liabilities, profits or financial condition of Seller or Seller Subsidiary and, to the knowledge of Seller, Seller Subsidiary or the Selling Parties, no fact or condition exists or is contemplated or threatened which would reasonably be expected to cause such a change in the future; and (ii) no material damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting any of the Purchased Assets or the Business. (b) Since Except as set forth in Schedule 5.5(B), since the Balance Sheet Date, except as described on Schedule 5.5(B), the Seller Parties and Seller Subsidiary have conducted the Business only in the ordinary course and in conformity in all material respects consistent with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, the except as set forth in such Schedule, neither Seller Parties have not, in respect of the Businessnor Seller Subsidiary has: (i) sold, leased (as lessor), transferred or otherwise disposed of (including any transfers by from Seller or Seller Subsidiary to the Selling Parties or to any of its their Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any of the assets reflected on the Balance Sheet or Subsidiary Balance Sheet (except for Excluded Assets) or any assets acquired by Seller or Seller Subsidiary after the Balance Sheet DateDate (except for Excluded Assets), except for inventory and minor immaterial amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrances; (ii) cancelled any material debts owed to or claims held by any Seller Party (including the settlement of any claims or litigation) other than in the ordinary course of the Business consistent with past practice; (iii) materially created, incurred or assumed, or agreed to create, incur or assume, any indebtedness for borrowed money or entered into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13) (except for Excluded Liabilities); (iv) accelerated or delayed collection of notes or accounts receivable generated by the Business or accelerated work-in-process in advance of or beyond their regular due dates or the dates when the same would have been collected or performed in the ordinary course of the Business consistent with past practice; (ivv) materially delayed or accelerated payment of any account payable or other liability of the Business (except for Excluded Liabilities) beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (vvi) made, or agreed to make, any payment of cash or distribution of assets to any Selling Party or any Affiliates of any Selling Party or any employee of Seller or Seller Subsidiary, other than the payment of salaries, bonuses or expense reimbursement in the ordinary course of the Business consistent with past practice and other than distributions in an amount equal to the estimated Taxes owed by the Members in respect of their interest in Seller for the period ending on the Closing Date; (vii) instituted any material change increase in any compensation payable to any Member or any employee of Seller or Seller Subsidiary or in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to Members or employees of Seller or Seller Subsidiary, other than with respect to any Business Employee; oremployees that are not Transferred Employees; (viviii) prepared or filed any Tax Return inconsistent with past practice or, on any such Tax Return, taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods which would have the effect of deferring income to periods for which Buyer is liable pursuant to Section 7.2 or accelerating deductions to periods for which Seller or Seller Subsidiary is liable pursuant to Section 7.2); (ix) made any change in the accounting principles and practices used by the Seller Parties or Seller Subsidiary from those applied in the preparation of the Balance Sheet or the Subsidiary Balance Sheet, as the case may be, and the related statements of income and cash flow for the period then ended; (x) made any material change to its internal control over financial reporting, or identified or become aware of any fraud or any significant deficiency or material weakness in internal control over financial reporting; or (viixi) agreed entered into or become committed to do enter into any other material transaction except in the ordinary course of the foregoingBusiness consistent with past practice.

Operations Since Balance Sheet Date. (a) Since the Balance Sheet Date----------------------------------- September 30, 2001, except as described on Schedule 5.5(A), there has been: (i) no Material Adverse Effect; and (ii) no damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting any of disclosed in the Purchased Assets or Public Filings the Business. (b) Since the Balance Sheet Date, except as described on Schedule 5.5(B), the Seller Parties Company and its Subsidiaries have conducted the Business business only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since September 30, 2001, except as disclosed in the Balance Sheet DatePublic Filings: (a) The Company has not incurred, created or assumed any material indebtedness, guaranteed any material indebtedness or entered into any material capitalized leases; and the Seller Parties have notCompany has not mortgaged, pledged, or granted a security interest in any of its material properties or assets except liens for taxes not yet due or payable; (b) The Company has not sold, assigned, licensed, or transferred any patents, trademarks, trade names, copyrights, trade secrets or similar intangible assets, in each case material to the Company, to any person or entity; (c) The Company has not declared, set aside or paid any dividend or made any other distribution (whether in cash, stock or other property or any combination thereof) to any person or entity in respect of any capital stock or any other debt or equity securities of the Business: (i) soldCompany; or purchased, leased (as lessor)redeemed, transferred called for purchase or redemption or otherwise disposed acquired any shares of (including capital stock or any transfers by Seller to any of its Affiliates), other debt or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any equity securities of the assets reflected on the Balance Sheet or any assets acquired by Seller after the Balance Sheet DateCompany, except for inventory other than repurchases of restricted common stock issued to employees and minor amounts consultants upon their exercise of personal property sold or otherwise disposed options subject to rights of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrancesrepurchase; (iid) cancelled any There has been no material debts owed damage to or claims held by any Seller Party (including the settlement destruction or loss of any claims property owned, leased or litigation) other than in used by the ordinary course of the Business consistent with past practiceCompany (whether or not covered by insurance), normal wear and tear excepted; (iiie) materially accelerated The Company has not made any changes in its Certificate of Incorporation or delayed collection of notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practiceBy-laws; (ivf) materially delayed The Company has not made any changes in the number of shares of its authorized, issued or accelerated payment outstanding capital stock except for shares of Common Stock issued in connection with the exercise of options granted under the Company's employee and consultant stock option plans; or issued, granted, sold or made any option, warrant or other right of any account payable character relating to, or other liability any securities or obligations convertible into, shares of capital stock of the Business beyond or in advance of its due date or Company, except under the date when such liability would have been paid in the ordinary course of the Business consistent with past practiceCompany's employee and consultant stock option plans; (vg) instituted There have not occurred any material change in compensation other events, changes or benefits circumstances with respect to any Business Employee; or (vi) made any change the Company which individually or in the accounting principles and practices used by the Seller Parties from those applied in the preparation of the Balance Sheet and the related statements of income for the period then ended; or (vii) agreed aggregate have had or committed could reasonably be expected to do any of the foregoinghave a Material Adverse Effect.

Operations Since Balance Sheet Date. (a) Since Except as set forth in Schedule 2.5(A), to the best of Tribune's knowledge, during the period from the Balance Sheet DateDate to the date hereof, except as described on Schedule 5.5(A)inclusive, there has been: (i) no Material Adverse Effectmaterial adverse change in the financial condition or the results of operations of the Tribune Station or its business from that reflected on the financial statements set forth in Schedule 2.4, other than any change or effect affecting the U.S. economy or the U.S. broadcasting industry in general; andor (ii) no damage, destruction, loss or claim, claim (whether or not covered by insurance, ) or condemnation or other taking which materially adversely affecting any of affects the Purchased Assets Tribune Station Assets, the Tribune Station or the Businessits business. (b) Since Except as set forth in Schedule 2.5(B) hereto, since the Balance Sheet Date, except as described on Schedule 5.5(B), Date the Seller Parties have business of the Tribune Station has been conducted the Business only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, except as set forth in such Schedule, neither Tribune or the Seller Parties have notTribune Sub has, in respect solely of the BusinessTribune Station: (i) sold, leased (as lessor)leased, transferred or otherwise disposed of (including any transfers by Seller to any Affiliate of its AffiliatesTribune), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance (other than Permitted Encumbrances) on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller after the Balance Sheet DateTribune Station Assets, except for inventory and minor amounts of other than personal property having a value, in the aggregate, of less than $50,000 sold or otherwise disposed of for fair value in the ordinary course of the Tribune Station Business consistent with past practice and except for Permitted Encumbrancespractice; (ii) cancelled canceled without fair consideration therefor any material debts owed to or claims held by any Seller Party Tribune or the Tribune Sub relating to the Tribune Station (including the settlement of any claims or litigation) or waived any right of significant value to Tribune or the Tribune Sub relating to the Tribune Station, other than in the ordinary course of the Tribune Station Business consistent with past practice; (iii) materially created, incurred, guaranteed or assumed, or agreed to create, incur, guarantee or assume, any indebtedness for borrowed money or entered into any capitalized leases; (iv) accelerated or delayed collection of notes or accounts receivable generated by the Tribune Station Business in advance of or beyond their regular due dates or to a date prior to the dates when the same date such collection would have been collected occurred in the ordinary course of the Business consistent with past practiceTribune Station Business; (ivv) materially delayed or accelerated payment of any account payable or other liability of the Tribune Station Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Tribune Station Business consistent with past practice; (vvi) granted or instituted any material change increase in any rate of salary or compensation or benefits with respect to any Business Employee; or (vi) made any change profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan other than in the accounting principles and practices used by the Seller Parties from those applied in the preparation ordinary course of the Balance Sheet and the related statements of income for the period then endedTribune Station Business consistent with past practices; or (vii) agreed entered into any agreement or committed made any commitment to do take any of the foregoingaction described in subparagraphs (i) through (vi) above.

Operations Since Balance Sheet Date. (a) Since Except as set forth in Schedule 5.5(A), since the Balance Sheet Date, except as described on Schedule 5.5(A), there has been: (i) been no Material Adverse Effect; and (ii) Change and as of the date of this Agreement no material damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting any the assets or properties of the Purchased Assets Company or the BusinessSubsidiary. (b) Since Except as set forth in Schedule 5.5(B), since the Balance Sheet Date, except as described on Schedule 5.5(B), the Seller Parties Company and the Subsidiary have conducted the Business only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, except as set forth in such Schedule, the Seller Parties Company and the Subsidiary have not, in and the Seller, with respect of to the BusinessCompany and the Subsidiary, has not: (i) changed its interest rate or fee pricing policies with respect to Company Deposits or Company Loans other than in the ordinary course of business consistent with past practice; (ii) amended, terminated, waived, assigned or modified the terms of any Company Loan or Company Deposit except in the ordinary course of business consistent with past practice and only to the extent not adverse to the Company or Buyer in any manner; (iii) entered into any new line of business or amended, waived or modified its lending, investment, underwriting, risk and asset liability management and other banking and operating policies; (iv) sold, leased (as lessor), transferred transferred, assigned or otherwise disposed of (including any transfers by to Seller to or any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any of the assets or properties reflected on the Balance Sheet or any assets acquired by Seller after the Balance Sheet DateDate (including any Company Loan), except for inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business business consistent with past practice and except for Permitted Encumbrances; (iiv) cancelled any material debts owed to or claims held by any Seller Party (including the settlement of any claims or litigation) other than in the ordinary course of the Business business consistent with past practice; (iiivi) materially created, incurred or assumed, or agreed to create, incur or assume, any indebtedness for borrowed money or entered into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (vii) accelerated or delayed collection of notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business business consistent with past practice; (ivviii) materially delayed or accelerated payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (vix) allowed the levels of the inventory of the Company and the Subsidiary to vary in any material respect from the levels customarily maintained in the Business; (x) made, or agreed to make, any payment of cash or distribution of assets to Seller or any of its Affiliates other than reimbursing Seller or its Affiliate the amount of any bona fide liabilities of the Company that were duly paid by Seller or its Affiliate (other than the Company or the Subsidiary) on behalf of the Company in the ordinary course of business consistent with past practice and other than payments permitted by Schedule 1.1(A), or failed timely to pay to the Company any amount payable thereto by Seller or any of its Affiliates in the ordinary course of business consistent with past practice; (xi) acquired any real property or undertook or committed to undertake capital expenditures exceeding $25,000 in the aggregate; (xii) terminated any employee, except in the ordinary course of business consistent with past practice; (xiii) hired or promoted any employee except in the ordinary course of business consistent with past practice, or transferred or reassigned any employee other than to or from another Company Branch in the ordinary course of business consistent with past practice; (xiv) instituted any material change increase in any compensation or benefits with respect payable to any Business Employee; oremployee of the Company or in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to employees of the Company, other than normal increases in accordance with customary review and performance-based remuneration policies as in existence from time to time which do not increase the compensation and bonuses for all employees of the Company and the Subsidiary by more than 2% in the aggregate; (vixv) prepared or filed any Tax Return inconsistent with past practice or, on any such Tax Return, taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including, without limitation, positions, elections or methods which would have the effect of deferring income to periods for which Buyer is liable pursuant to Section 8.2 or accelerating deductions to periods for which Seller is liable pursuant to Section 8.2); (xvi) made any change in the accounting principles and practices used by the Seller Parties from those policies applied in the preparation of the Balance Sheet and financial statements contained in Schedule 5.4, except as required by GAAP; (xvii) made any material change to its internal control over financial reporting, or identified or became aware of any fraud or any significant deficiency or material weakness in internal control over financial reporting; (xviii) made any change, in any material respect, in any information technology system utilized by the related statements of income for Company or the period then endedSubsidiary; or (viixix) agreed or committed to do any of the foregoing.

Operations Since Balance Sheet Date. (a) Since Except as set forth in Schedule 5.5(A), since the Balance Sheet Date, except as described on Schedule 5.5(A), there has been: (i) no Material Adverse Effectmaterial adverse change in the value of the Purchased Assets, the Business or the operations, liabilities, profits, prospects or condition (financial or otherwise) of Seller, and no fact or condition exists or to Seller’s Knowledge is contemplated or threatened which might reasonably be expected to cause such a change in the future; and (ii) no damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting any of the Purchased Assets or the Business. (b) Since Except as set forth in Schedule 5.5(B), since the Balance Sheet Date, except as described on Schedule 5.5(B), the Seller Parties have has conducted the Business only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, the except as set forth in such Schedule, Seller Parties have has not, in respect of the Business: (i) sold, leased (as lessor), transferred or otherwise disposed of (including any transfers by from Seller to or any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller after the Balance Sheet Date, except for inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrances; (ii) cancelled allowed the levels of raw materials, supplies, work-in-process or other materials included in the inventory of Seller to vary in any material debts owed to or claims held by any Seller Party (including respect from the settlement of any claims or litigation) other than levels customarily maintained in the ordinary course of the Business consistent with past practice;for any period; or (iii) materially accelerated or delayed collection instituted any increase in any compensation payable to any employee of notes or accounts receivable generated by Seller with respect to the Business or in advance any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to employees of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of Seller with respect to the Business other than changes made in accordance with normal compensation practices and consistent with past practice; (iv) materially delayed or accelerated payment of any account payable or other liability of the Business beyond or compensation practices in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent consultation with past practice; (v) instituted any material change in compensation or benefits with respect to any Business Employee; or (vi) made any change in the accounting principles and practices used by the Seller Parties from those applied in the preparation of the Balance Sheet and the related statements of income for the period then ended; or (vii) agreed or committed to do any of the foregoingBuyer.

Operations Since Balance Sheet Date. (a) Since Except as set forth in Schedule 3.5(a), since the Balance Sheet Date, except as described on Schedule 5.5(A), there has been: (i) been no change in the financial condition or the results of operations of the Business which has had or would reasonably be expected to have a Material Adverse Effect; and (ii) no damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting any of the Purchased Assets or the Business. (b) Since Except as set forth in Schedule 3.5(b), since the Balance Sheet Date, except as described on Schedule 5.5(B), the Seller Parties have conducted Date the Business has been conducted only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, the except as set forth in Schedule 3.5(b), Seller Parties have and Option Party has not, in respect of the BusinessStation, the Business or the Purchased Assets: (i) sold, leased (as lessor)leased, transferred or otherwise disposed of (including any transfers by Seller to any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance (other than Permitted Encumbrances) on, any of the Purchased Assets, other than assets reflected on that would not be material, individually or in the Balance Sheet or any aggregate, to the Business and assets acquired by Seller after the Balance Sheet Date, except for inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrancespractice; (ii) cancelled acquired, or agreed to acquire (A) by merging or consolidating with, or by purchasing all or a substantial equity or voting interest in any material debts owed Person, or (B) any assets that would be material, individually or in the aggregate, to or claims held by any Seller Party the Business and, with respect to clause (including the settlement of any claims or litigation) B), other than in the ordinary course of the Business consistent with past practice; (iii) materially accelerated created, incurred, guaranteed or delayed collection assumed, or agreed to create, incur, guarantee or assume, any indebtedness for borrowed money (other than money borrowed or advances from Parent, any of notes Belo’s Affiliates or accounts receivable generated by Option Party’s Affiliates in the ordinary course of the Business in advance of consistent with past practice) or beyond their regular due dates or the dates when the same would have been collected entered into any capitalized leases other than in the ordinary course of the Business consistent with past practice; (iv) materially delayed or accelerated payment of hired any account payable or employee other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid than in the ordinary course of the Business consistent with past practice; (v) instituted terminated or cancelled any material change in compensation insurance coverage maintained by Belo, Seller or benefits Option Party with respect to any material assets without replacing such coverage with a comparable amount of insurance coverage, other than in the ordinary course of the Business Employee; orconsistent with past practice; (vi) made granted or instituted any change increase in any rate of salary or compensation or any profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan other than in the accounting principles and practices used by the Seller Parties from those applied in the preparation ordinary course of the Balance Sheet and the related statements of income for the period then endedBusiness consistent with past practices; or (vii) agreed entered into any agreement or committed made any commitment to do take any of the foregoingaction described in subparagraphs (i) through (vi) above.

Operations Since Balance Sheet Date. (a) Since Except as set forth in Schedule 3.4(a), during the period from the Balance Sheet DateDate to the date hereof, except as described on Schedule 5.5(A)inclusive, there has been: (i) no fact, event, change or effect having, or which may reasonably be expected to have, a Material Adverse Effect; and; (ii) no material change in the Stations’ usage or patterns of usage of Program Rights, any material change in the broadcast hours or in the percentage of types of programming broadcast by the Stations or any other material change in the programming policies of the Stations; (iii) no damage, destruction, loss or claim, claim (whether or not covered by insurance, ) or condemnation or other taking that materially adversely affecting any of affects the Purchased Assets Assets, the Stations or the Business; and (iv) no adverse change in relations with employees, directors or officers that has had or would reasonably be expected to have a Material Adverse Effect. (b) Since Except as set forth in Schedule 3.4(b), since the Balance Sheet Date, except as described on Schedule 5.5(B), the Seller Parties have conducted operations of the Stations and the Business have been conducted only in the ordinary course and in conformity in all material respects consistent with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, except as set forth in such Schedule 3.4(b) the Seller Parties Equity Entities have not, in respect of the Purchased Assets, the Stations or the Business: (i) sold, leased (as lessor)leased, transferred or otherwise disposed of (including any transfers by Seller to any Affiliate of its Affiliatesthe Equity Entities), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance (other than Permitted Encumbrances) on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller after the Balance Sheet DatePurchased Assets, except for inventory and minor amounts of other than personal property having a value, in the aggregate, of less than $5,000 sold or otherwise disposed of for fair value or consumed in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrancespractice; (ii) cancelled canceled without fair consideration therefor any material debts owed to or claims held by any Seller Party the Equity Entities relating to the Stations (including the settlement of any claims or litigation) or waived any right of significant value to the Equity Entities relating to the Purchased Assets, the Stations or the Business, other than in the ordinary course of the Business consistent with past practice; (iii) materially accelerated created, incurred, guaranteed or delayed collection of notes assumed, or accounts receivable generated by the Business in advance of agreed to create, incur, guarantee or beyond their regular due dates or the dates when the same would have been collected assume, any indebtedness for borrowed money except in the ordinary course of the Business consistent with past practiceand except for borrowings under existing credit arrangements either that do not affect the Purchased Assets or the Business or that will be repaid prior to or as of the Closing; (iv) materially entered into any capitalized leases; (v) delayed or accelerated payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (vvi) instituted failed to maintain all Employee Plans in accordance with applicable law and regulations; (vii) made any material loan to, or entered into any transaction with any of their directors, officers and employees that would materially affect the ability of the Equity Entities to consummate the transactions contemplated by, or otherwise comply with their respective obligations under, this Agreement; (viii) changed the accounting methods, principles, or practices materially affecting the Purchased Assets, the Stations or the Business, except insofar as may have been required by law or by a change in compensation or benefits with respect to any Business Employeegenerally accepted accounting principles; or (viix) entered into any agreement or made any change commitment to take any action described in the accounting principles and practices used by the Seller Parties from those applied in the preparation of the Balance Sheet and the related statements of income for the period then ended; or subparagraphs (viii) agreed or committed to do any of the foregoingthrough (viii) above.

Operations Since Balance Sheet Date. (a) Since Except as set forth in SCHEDULE 5.5(A), since the Balance Sheet Date, except as described on Schedule 5.5(A), there has been: (i) no Material Adverse Effectmaterial adverse change in the assets, business, financial condition, results of operations or prospects of the Company, and no fact or condition exists or is contemplated or threatened which might reasonably be expected to cause such a change in the future; and (ii) no damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting in any material respect any of the Purchased Assets Company's assets or the Businessits business. (b) Since Except as set forth in SCHEDULE 5.5(B), since the Balance Sheet Date, except as described on Schedule 5.5(B), the Seller Parties have Company has conducted the Business its business only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, except as set forth in such Schedule, the Seller Parties have Company has not, in respect of the Business: (i) issued, delivered or agreed (conditionally or unconditionally) to issue or deliver, or granted any option, warrant or other right to purchase, any of its capital stock or other equity interest or any security convertible into its capital stock or other equity interest; (ii) issued, delivered or agreed (conditionally or unconditionally) to issue or deliver any of its bonds, notes or other debt securities, or borrowed or agreed to borrow any funds, other than in the ordinary course of business consistent with past practice; (iii) paid any obligation or liability (absolute or contingent) other than current liabilities reflected on the Balance Sheet and current liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practice; (iv) declared or made, or agreed to declare or make, any payment of dividends or distributions to its Shareholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock or other equity interest, except in each case as provided herein; (v) except in the ordinary course of business consistent with past practice, made or permitted any material amendment or termination of any Company Agreement; (vi) except as set forth in the budgets included in Schedule 5.25, undertaken or committed to undertake capital expenditures exceeding $50,000 for any single project or related series of projects; (vii) made charitable donations in excess of $1,000 in the aggregate; (viii) sold, leased (as lessor), transferred or otherwise disposed of (including any transfers by Seller to any of its Affiliates)of, or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller the Company after the Balance Sheet Date, except for inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business its business consistent with past practice and except for Permitted Encumbrances; (iiix) cancelled any material debts owed to or claims held by any Seller Party the Company (including the settlement of any claims or litigation) other than in the ordinary course of the Business its business consistent with past practice; (iiix) materially created, incurred or assumed, or agreed to create, incur or assume, any indebtedness for borrowed money or entered into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (xi) accelerated or delayed collection of notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business its business consistent with past practice; (ivxii) materially delayed or accelerated payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business its business consistent with past practice; (vxiii) entered into or become committed to enter into any other material transaction except in the ordinary course of business; (xiv) allowed the levels of raw materials, supplies, work-in-process or other materials included in the inventory of the Company to vary in any material respect from the levels customarily maintained in its business; (xv) instituted any material change increase in any compensation or benefits with respect payable to any Business Employee; oremployee of the Company or in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to employees of the Company; (vixvi) prepared or filed any Tax Return inconsistent with past practice or, on any such Tax Return, taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including, without limitation, positions, elections or methods which would have the effect of deferring income to periods after the Closing Date or accelerating deductions to periods prior to the Closing Date); (xvii) made any change in the accounting principles and practices used by the Seller Parties Company from those applied in the preparation of the Balance Sheet and the related statements of income income, the shareholders' equity and cash flow for the period then endedtwelve months ended on the Balance Sheet Date; or (viixviii) agreed entered into or become committed to do enter into any other material transactions except in the ordinary course of the foregoingbusiness consistent with past practice.

Operations Since Balance Sheet Date. (a) Since Except as set forth in Schedule 3.5(a), during the period from the Balance Sheet DateDate to the date hereof, except as described on Schedule 5.5(A)--------------- inclusive, there has been: (i) no fact, event, change or effect having, or which may have a Material Adverse Effect; and; (ii) no damage, destruction, loss or claim, claim (whether or not covered by insurance, ) or condemnation or other taking which materially adversely affecting any of affects the Purchased Assets Assets, the Station or the Business.; and (biii) Since the Balance Sheet Date, except as described on Schedule 5.5(B), the Seller Parties no adverse change in employee relations which has had or would reasonably be expected to have conducted the Business only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, the Seller Parties have not, in respect of the Business:a Material Adverse Effect. (i) sold, leased (as lessor)leased, transferred or otherwise disposed of (including any transfers by Seller to any Affiliate of its Affiliateseither Emmis Entity), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance (other than Permitted Encumbrances) on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller after the Balance Sheet DatePurchased Assets, except for inventory and minor amounts of other than personal property having a value, in the aggregate, of less than $20,000 sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrancespractice; (ii) cancelled canceled without fair consideration therefor any material debts owed to or claims held by any Seller Party either Emmis Entity relating to the Station (including the settlement of any claims or litigation) or waived any right of significant value to either Emmis Entity relating to the Station, the Business or the Purchased Assets, other than in the ordinary course of the Business consistent with past practice; (iii) materially created, incurred, guaranteed or assumed, or agreed to create, incur, guarantee or assume, any indebtedness for borrowed money except in the ordinary course of business consistent with past practice; (iv) entered into any capitalized leases; (v) accelerated or delayed collection of notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or to a date prior to the dates when the same date such collection would have been collected occurred in the ordinary course of the Business consistent with past practiceBusiness; (ivvi) materially delayed or accelerated payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (vvii) granted or instituted any material increase in any rate of salary or compensation or any profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan other than in the ordinary course of the Business consistent with past practices; (viii) changed the accounting methods, principles, or practices materially affecting the Purchased Assets, the Business or the Station, except insofar as may have been required by law or by a change in compensation GAAP; (ix) made any acquisition (by merger, consolidation, acquisition of stock or benefits with respect to assets or otherwise) of any Business Employeecorporation, partnership or other business organization or division thereof or interest therein; or (vix) entered into any agreement or made any change commitment to take any action described in the accounting principles and practices used by the Seller Parties from those applied in the preparation of the Balance Sheet and the related statements of income for the period then ended; or subparagraphs (viii) agreed or committed to do any of the foregoingthrough (ix) above.

Operations Since Balance Sheet Date. (a) Since Except as set forth in Schedule 2.4(A), to the best of Seller's knowledge, during the period from the Balance Sheet DateDate to the date hereof, except as described on Schedule 5.5(A)inclusive, there has been: (i) no Material Adverse Effectmaterial adverse change in the financial condition or the results of operations of the Station; and (ii) no damage, destruction, loss or claim, claim (whether or not covered by insurance, ) or condemnation or other taking which materially adversely affecting any of affects the Purchased Assets or the BusinessStation. (b) Since Except as set forth in Schedule 2.4(B) hereto, since the Balance Sheet Date, except as described on Schedule 5.5(B), the Seller Parties have has conducted the Business business of the Station only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, the except as set forth in such Schedule, Seller Parties have has not, in respect solely of the BusinessStation: (i) sold, leased (as lessor)leased, transferred or otherwise disposed of (including any transfers by from Seller to any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance (other than Permitted Encumbrances) on, any of the assets reflected on Purchased Assets, other than Tangible Personal Property having a value, in the Balance Sheet or any assets acquired by Seller after the Balance Sheet Dateaggregate, except for inventory and minor amounts of personal property less than $10,000, sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrances; (ii) cancelled any material debts owed to or claims held by any Seller Party (including the settlement of any claims or litigation) other than in the ordinary course business of the Business Station consistent with past practice; (ii) created, incurred, guaranteed or assumed, or agreed to create, incur, guarantee or assume, any secured indebtedness for borrowed money or entered into any capitalized leases; (iii) materially accelerated or delayed collection of notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or Station to a date prior to the dates when the same date such collection would have been collected occurred in the ordinary course of the Business consistent with past practicebusiness; (iv) materially delayed or accelerated payment of any account payable or other liability of the Business Station beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business business consistent with past practice; (v) granted or instituted any material change increase in any rate of salary or compensation or benefits any profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan other than in the ordinary course of business consistent with respect to any Business Employeepast practices; or (vi) entered into any agreement or made any change commitment to take any action described in the accounting principles and practices used by the Seller Parties from those applied in the preparation of the Balance Sheet and the related statements of income for the period then ended; or subparagraphs (viii) agreed or committed to do any of the foregoingthrough (v) above.

Operations Since Balance Sheet Date. (a) Since Except as set forth in Schedule 3.6(a) of the Disclosure Schedule, since the Balance Sheet Date, except as described on Schedule 5.5(A), there has been: : (i) no Material Adverse Effect; and Change in CNG and its Subsidiaries taken as a whole, and (ii) no damage, destruction, loss or claimclaim with respect to, whether or not covered by insurance, or condemnation or other taking adversely affecting any of the Purchased Assets or the Businessof, assets having a Material Adverse Effect on CNG and its Subsidiaries taken as a whole. (b) Since Except as set forth in Schedule 3.6(b)of the Disclosure Schedule, as contemplated hereby or with the prior written consent of CMS Energy after the date hereof, since the Balance Sheet Date, except as described on Schedule 5.5(B), the Seller Parties have CNG has conducted the Business its business only in the ordinary course and in general conformity in all material respects with past practice. Without limiting the generality of the foregoing, except as set forth in Schedule 3.6(b) of the Disclosure Schedule, as contemplated by any provision of this Agreement or with the prior written consent of CMS Energy after the date hereof, since the Balance Sheet Date, the Seller Parties have not, in respect neither CNG nor any of the Business: its Subsidiaries has: (i) soldissued, leased delivered or agreed (as lessor), transferred actually or otherwise disposed of (including any transfers by Seller contingently) to issue or deliver any of its Affiliates)capital stock, or mortgaged granted any option, warrant or pledgedright to purchase any of its capital stock or other equity interest, or imposed security convertible into its capital stock or suffered to be imposed any Encumbrance onother equity interest, any of the assets reflected on the Balance Sheet or any assets acquired by Seller after the Balance Sheet Dateor, except for inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrances; (ii) cancelled any material debts owed to or claims held by any Seller Party (including the settlement of any claims or litigation) other than in the ordinary course of the Business business consistent with past practice; (iii) materially accelerated or delayed collection , any of its bonds, notes or accounts receivable generated by other securities, or borrowed or agreed to borrow any funds; (ii) paid any obligation or liability (absolute or contingent) other than current liabilities reflected on the Business balance sheets referred to in advance of or beyond their regular due dates or Section 3.5 and current liabilities incurred since the dates when the same would have been collected Balance Sheet Date in the ordinary course of the Business consistent with past practice; (iv) materially delayed or accelerated payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (v) instituted any material change in compensation or benefits with respect to any Business Employee; or (vi) made any change in the accounting principles and practices used by the Seller Parties from those applied in the preparation of the Balance Sheet and the related statements of income for the period then ended; or (vii) agreed or committed to do any of the foregoing.of

Operations Since Balance Sheet Date. (a) Since Except as set forth in Schedule 2.5(A), to the best of Tribune's knowledge, during the period from the Balance Sheet DateDate to the date hereof, except as described on Schedule 5.5(A)inclusive, there has been: (i) no Material Adverse Effectmaterial adverse change in the financial condition or the results of operations of the Tribune Station or its business from that reflected on the financial statements set forth in Schedule 2.4, other than any change or effect affecting the U.S. economy or the U.S. broadcasting industry in general; andor (ii) no damage, destruction, loss or claim, claim (whether or not covered by insurance, ) or condemnation or other taking which materially adversely affecting any of affects the Purchased Assets Tribune Station Assets, the Tribune Station or the Businessits business. (b) Since Except as set forth in Schedule 2.5(B) hereto, since the Balance Sheet Date, except as described on Schedule 5.5(B), Date the Seller Parties have business of the Tribune Station has been conducted the Business only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, except as set forth in such Schedule, neither Tribune or the Seller Parties have notTribune Sub has, in respect solely of the BusinessTribune Station: (i) sold, leased (as lessor)leased, transferred or otherwise disposed of (including any transfers by Seller to any Affiliate of its AffiliatesTribune), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance (other than Permitted Encumbrances) on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller after the Balance Sheet DateTribune Station Assets, except for inventory and minor amounts of other than personal property having a value, in the aggregate, of less than $50,000 sold or otherwise disposed of for fair value in the ordinary course of the Tribune Station Business consistent with past practice and except for Permitted Encumbrancespractice; (ii) cancelled canceled without fair consideration therefor any material debts owed to or claims held by any Seller Party Tribune or the Tribune Sub relating to the Tribune Station (including the settlement of any claims or litigation) or waived any right of significant value to Tribune or the Tribune Sub relating to the Tribune Station, other than in the ordinary course of the Tribune Station Business consistent with past practice; (iii) materially accelerated created, incurred, guaranteed or delayed collection of notes assumed, or accounts receivable generated by the Business in advance of agreed to create, incur, guarantee or beyond their regular due dates assume, any indebtedness for borrowed money or the dates when the same would have been collected in the ordinary course of the Business consistent with past practiceentered into any capitalized leases; (ivv) materially delayed or accelerated payment of any account payable or other liability of the Tribune Station Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Tribune Station Business consistent with past practice; (vvi) granted or instituted any material change increase in any rate of salary or compensation or benefits with respect to any Business Employee; or (vi) made any change profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan other than in the accounting principles and practices used by the Seller Parties from those applied in the preparation ordinary course of the Balance Sheet and the related statements of income for the period then endedTribune Station Business consistent with past practices; or (vii) agreed entered into any agreement or committed made any commitment to do take any of the foregoingaction described in subparagraphs (i) through (vi) above.

Operations Since Balance Sheet Date. (a) Since the Balance Sheet Date, except as described on Schedule 5.5(A)contemplated by this Agreement or the Seller Transaction Agreements, Seller has operated in the Ordinary Course of Business and there has been: (i) no not been a Material Adverse Effect; and (ii) no damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting any . Except as set forth in Section 5.16 of the Purchased Assets or the Business. (b) Since the Balance Sheet Date, except as described on Schedule 5.5(B), the Seller Parties have conducted the Business only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoingDisclosure Schedules, since the Balance Sheet Date, the Seller Parties have not, in respect of the Business: (i) sold, leased (as lessor), transferred or otherwise disposed of (including any transfers by Seller to any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller after the Balance Sheet Date, except for inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrances; (ii) cancelled any material debts owed to or claims held by any Seller Party (including the settlement of any claims or litigation) other than in the ordinary course Ordinary Course of the Business consistent with past practiceBusiness, Seller has not: (a) created, incurred, assumed, or agreed to create, incur, assume or guarantee, any Indebtedness; (iii) materially accelerated or delayed collection of notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (iv) materially delayed or accelerated payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (vb) instituted any material change in compensation increase in, amended, entered into, terminated or benefits with respect to adopted any Business Employee; orBenefit Plan, other than as required by any such existing Benefit Plan or by Law; (vic) made any material change in the compensation of managers, directors, employees, independent contractors or consultants of Seller, other than changes made in accordance with normal compensation practices and consistent with past practices of Seller or changes required by existing employment agreements or by Law; (d) made any material change in the accounting principles and principles, methods, practices used by the Seller Parties from those or policies applied in the preparation of the Balance Sheet Financial Statements, unless such change was required by GAAP; (e) (i) issued or sold any equity interests of Seller, (ii) issued, sold or granted any securities convertible into, or options with respect to, warrants to purchase or rights to subscribe for any equity interests of Seller, (iii) effected any recapitalization, reclassification, equity interest dividend, or like change in the capitalization of Seller, (iv) made any redemption or purchase of any equity interests of Seller; or (v) granted any equity-based compensation of Seller other than in accordance with existing Benefit Plans; (f) invested in or otherwise purchased any interest in any other Person; (g) made any payments, dividends or distributions to any Person (including, without limitation, any Affiliate of Seller) or directly or indirectly engaged in any transaction, arrangement or Contract with any officer, director, manager, member, equity holder or Affiliate of Seller; (h) failed to pay any material payables and other material Liabilities when due; (i) failed to maintain any insurance policies of the related statements Business other than those where a replacement policy with at least similar coverage areas and amounts was procured; (j) sold any of income for its material assets (whether tangible or intangible); (k) delayed or postponed the payment of any accounts payable or accelerated the collection of or discounted any accounts receivable; (l) terminated or failed to maintain or renew any material Permits; (m) made, revoked or changed any Tax election, filed any amended Tax Return, entered into any closing agreement, settled any claim or assessment, surrendered any right to claim a refund, offset or other reduction in Liability, consented to any extension or waiver of the limitations period then endedapplicable to any claim or assessment, in each case with respect to Taxes, or entered into any other arrangement or agreement with respect to Taxes; (n) amended, modified, extended, renewed, terminated or entered into any Material Agreement; (o) acquired, directly or indirectly, any shares of stock or equity of Mastek, Ltd., parent of Buyer; or (viip) agreed or committed entered into any agreement to do any action prohibited under clauses (a) through (o) of the foregoingthis Section 5.16.

Operations Since Balance Sheet Date. (a) Since the Balance Sheet Date, except as described on set forth in Schedule 5.5(A2.7(a), there has been: (i) no Material Adverse Effect; and (ii) been no damage, destruction, loss destruction or claimloss, whether or not covered by insurance, or condemnation or other taking adversely affecting in any material respect any of the Purchased Included Assets or the Business. (b) Since Except as set forth in Schedule 2.7(b) and except with respect to the actions of the Companies resulting in this Agreement, since the Balance Sheet Date, except as described on Schedule 5.5(B), each of the Seller Parties have Companies and CSC has conducted the Business only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, the Seller Parties have notexcept as set forth in such Schedule, in respect neither of the BusinessCompanies nor (with respect to subparagraphs (vii), (viii) and (ix) only) CSC has: (i) sold, leased (as lessor), transferred or otherwise disposed of (including any transfers by Seller to any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller after the Balance Sheet Date, except for inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business business consistent with past practice and except for Permitted Encumbrancespractice, made or permitted any amendment, cancellation or termination of any of the Assumed Contracts; (ii) cancelled or waived any material debts owed to or claims held by any Seller Party either of the Companies (including the settlement of any claims or litigation) other than in the ordinary course of the Business its business consistent with past practicepractice and other than debts owed to CST by CSC; (iii) materially created, incurred or assumed, guaranteed or agreed to create, incur, assume or guarantee, any indebtedness for borrowed money resulting in the imposition of a Lien on any of the Included Assets (other than a Permitted Lien or a Lien which the Companies are obligated to discharge at or prior to the Closing) or entered into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (iv) revalued any assets or properties, or accelerated or delayed collection of or (except as contemplated by subparagraph (ii) above) written off notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business its business consistent with past practice, or increased or changed any assumptions underlying bad debt calculations or contingency or other reserves; (ivv) materially delayed except under the Prior Agreement (defined below), the Initial Agreement and the Amendment, suffered, made (or accelerated payment committed to make) any sale, transfer, lease, license, encumbrance, loss, disposition, destruction or damage of any account payable asset or other liability property that, if it were held by one of the Business beyond Companies on the Closing Date, would be part of the Included Assets (except as permitted under Section 4.2 hereof); (vi) except under the Prior Agreement (defined below), the Initial Agreement and the Amendment, acquired or in advance disposed of its due date assets (or the date when such liability would have been paid entered into any agreement to do so) or entered into or become committed to enter into any other material transaction except in the ordinary course of business (except as permitted under Section 4.2 hereof); (vii) instituted any increase or decrease in any compensation payable to any employee of the Business Companies or CSC except in the ordinary course of business consistent with past practicepractice or adopted or made any change or amendment in any profit-sharing, bonus, incentive, deferred compensation, retention, severance, golden parachute, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to employees of the Companies or CSC, except in each case as required by any Company Plan (as herein defined) (except as permitted under Section 4.2 hereof); (v) instituted any material change in compensation or benefits with respect to any Business Employee; or (viviii) made any change in the accounting methods, principles and practices used by the Seller Parties Companies or CSC from those applied in the preparation of the Latest Balance Sheet and the related statements of income income, stockholders' equity and cash flow as of and for the period then endedtwelve months ended December 31, 2002; or (viiix) agreed experienced any strike, work stoppage, slow down, union organizing or committed to do recognition efforts, claims of unfair labor practices or similar claims or any significant labor difficulty of the foregoingany kind, character or nature or any change in personnel or in any employment or consulting agreement.

Operations Since Balance Sheet Date. (a) Since Except as set forth in SCHEDULE 5.4(A), since the Balance Sheet Date, except as described on Schedule 5.5(A), there has been: (i) no Material Adverse Effectmaterial adverse change in the Purchased Assets, the Business or the operations, liabilities, profits, prospects or condition (financial or otherwise) of ICAT, and no fact or condition exists or is contemplated or threatened which might reasonably be expected to cause such a change in the future; and (ii) no damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting any of the Purchased Assets or the Business. (b) Since Except as set forth in SCHEDULE 5.4(B), since the Balance Sheet Date, except as described on Schedule 5.5(B), the Seller Parties have has conducted the Business only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, the except as set forth in such Schedule, Seller Parties have has not, in respect of the Business: (i) sold, leased (as lessor), transferred or otherwise disposed of (including any transfers by from ICAT to Seller to or any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller ICAT after the Balance Sheet Date, except for inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrances; (ii) cancelled any material debts owed to or claims held by any Seller Party ICAT (including the settlement of any claims or litigation) other than in the ordinary course of the Business consistent with past practice; (iii) materially accelerated created, incurred or delayed collection assumed, or agreed to create, incur or assume, any indebtedness for borrowed money in respect of notes ICAT (other than money borrowed or accounts receivable generated by the Business in advance advances from Seller or any of or beyond their regular due dates or the dates when the same would have been collected its Affiliates in the ordinary course of the Business consistent with past practice) or entered into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (iv) materially accelerated billing of any notes or accounts receivable generated by the Business that would have otherwise been billed in the ordinary course of the Business consistent with past practice on or after the Closing Date; (v) delayed or accelerated payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (vvi) instituted allowed the levels of raw materials, supplies, work-in-process or other materials included in the inventory of ICAT to vary in any material change respect from the levels customarily maintained in compensation the Business; (vii) made, or benefits with respect agreed to make, any Business Employeepayment of cash or distribution of assets to Seller or any of its Affiliates (other than cash realized upon collection of receivables in the ordinary course of the Business); or (viviii) other than as set forth in SCHEDULE 5.4(B), instituted any increase in any compensation payable to any employee of Seller with respect to the Business or in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to employees of Seller with respect to the Business; or (ix) made any change in the accounting principles and practices used by the Seller Parties from those applied in the preparation of the Balance Sheet and the related statements of income and cash flow for the period then ended; or (vii) agreed or committed to do any of the foregoing.

Operations Since Balance Sheet Date. (a) Since Except as set ----------------------------------- forth in Schedule 4.5 and in Section 7.6, since the Balance Sheet Date, except as described on Schedule 5.5(A), there ------------ ----------- has been: (i) no Material Adverse Effectmaterial adverse change in the assets, liabilities, business, condition (financial or otherwise) or results of operations of the Company and no fact or condition exists or, to the Knowledge of the Shareholders, is contemplated or threatened which might reasonably be expected to cause such a change in the future; and (ii) no damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting in any material respect any of the Purchased Assets assets, business, operations or condition of the BusinessCompany, taken as a whole. (b) Since Except as set forth in Schedule 4.5, since the Balance Sheet ------------ Date, except as described on Schedule 5.5(B), the Seller Parties have Company has conducted the Business its business only in the ordinary course and in conformity in all material respects with past practice. Without practice and, without limiting the generality of the foregoing, since the Balance Sheet Date, the Seller Parties have has not, in respect of the Business: (i) sold, leased (as lessor), transferred or otherwise disposed of (including any transfers by Seller from the Company to the Shareholders or any of its their Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance (other than a Permitted Encumbrance) on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller the Company after the Balance Sheet Date, except for (i) inventory and in the ordinary course of business consistent with past practice or (ii) minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business business consistent with past practice and except for Permitted Encumbrancespractice; (ii) cancelled canceled any material debts owed to or claims held by any Seller Party the Company (including the settlement of any claims or litigation) or waived any other rights held by the Company, other than in the ordinary course of the Business business consistent with past practice; (iii) materially paid any claims against the Company (including the settlement of any claims and litigation against the Company or the payment or settlement of any obligations or liabilities of the Company) other than in the ordinary course of business consistent with past practice; (iv) created, incurred or assumed, or agreed to create, incur or assume, any indebtedness for borrowed money or entered into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (v) accelerated or delayed collection of notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business business consistent with past practice; (ivvi) materially delayed or accelerated payment of any account payable or other liability of the Business Company beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business business consistent with past practice; (vvii) acquired any real property or undertaken or committed to undertake capital expenditures which exceed $250,000 in the aggregate; (viii) made, or agreed to make, any payment of cash or distribution of assets to the Shareholders or any of their Affiliates, or entered into, or agreed to enter into, any agreement or transaction with the Shareholders, any Affiliate of the Shareholders or any member of the immediate family of the Shareholders or any Affiliate of the Shareholders; (ix) instituted any material change increase in any compensation or benefits with respect payable to any Business Employee; orofficer or employee of the Company or in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to officers or employees of the Company; (vix) made any change in the accounting principles and practices used by the Seller Parties Company from those applied in the preparation of the Balance Sheet and the related statements of income and cash flow for the period then ended; orended on the Balance Sheet Date; (viixi) agreed filed any Tax Return inconsistent with past practice or, on any such Tax Return, taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including, without limitation, positions, elections or methods which would have the effect of deferring income to periods for which the Shareholders are not liable pursuant to Section 9.1 or accelerating deductions ----------- to for which the Shareholders are liable pursuant to Section ------- 9.1); or --- (xii) entered into or become committed to do enter into any other material transaction except in the ordinary course of the foregoingbusiness.

Operations Since Balance Sheet Date. (a) Since Except as set forth in SCHEDULE 5.5(A), since the Balance Sheet Date, except as described on Schedule 5.5(A), there has been: (i) no Material Adverse Effectmaterial adverse change in the Purchased Assets, the Business or the operations, liabilities, profits, prospects or condition (financial or otherwise) of either Division, and no fact or condition exists or is contemplated or, to the Sellers' knowledge, threatened which might reasonably be expected to cause such a change in the future; and (ii) no damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting any of the Purchased Assets or the Business. (b) Since Except as set forth in SCHEDULE 5.5(B), since the Balance Sheet Date, except as described on Schedule 5.5(B), the Seller Parties Sellers have conducted the Business only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, except as set forth in such Schedule, none of the Seller Parties have notSellers has, in respect of the Business: (i) sold, leased (as lessor), transferred or otherwise disposed of (including any transfers by from either Division to Seller to or any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller either Division after the Balance Sheet Date, except for inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrances; (ii) cancelled any material debts owed to or claims held by any Seller Party either Division (including the settlement of any claims or litigation) other than in the ordinary course of the Business consistent with past practice; (iii) materially created, incurred or assumed, or agreed to create, incur or assume, any indebtedness for borrowed money in respect of either Division (other than money borrowed or advances from any Seller or any of its Affiliates in the ordinary course of the Business consistent with past practice) or entered into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (iv) accelerated or delayed collection of notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (ivv) materially delayed or accelerated payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (vvi) allowed the levels of raw materials, supplies, work-in-process or other materials included in the inventory of either Division to vary in any material respect from the levels customarily maintained in the Business or from the amounts reflected in the Balance Sheet; (vii) made, or agreed to make, any payment of cash or distribution of assets to any Seller or any of its Affiliates (other than cash realized upon collection of receivables in the ordinary course of the Business); (viii) instituted any material change increase in any compensation or benefits payable to any employee of any Seller with respect to the Business or in any Business Employeeprofit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to employees of any Seller with respect to the Business; (ix) prepared or filed any Tax Return inconsistent with past practice or, on any such Tax Return, taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods which would have the effect of deferring income to periods for which Buyer is liable pursuant to SECTION 8.3(a) or accelerating deductions to periods for which any Seller is liable pursuant to SECTION 8.3(a)); or (vix) made any change in the accounting principles and practices used by the any Seller Parties from those applied in the preparation of the Balance Sheet and the related statements of income and cash flow for the period then ended; or (vii) agreed or committed to do any of the foregoing.

Operations Since Balance Sheet Date. (a) Since Except as set forth in Schedule 4.5(a), since the Balance Sheet Date, except as described on Schedule 5.5(A), Date there has been, in respect of the Business or the Company: (i) no change in the financial condition or the results of operations which has had a Material Adverse Effect; and; (ii) no material damage, destruction, loss or claim, claim (whether or not covered by insurance, ) or condemnation or other taking adversely affecting any of the Purchased Assets or the Businesstaking; and (iii) no material adverse change in employee relations. (b) Since Except as set forth in Schedule 4.5(b), since the Balance Sheet Date, except as described on Schedule 5.5(B), Date the Seller Parties have conducted operations of the Station and the Business have been conducted only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, except as set forth in such Schedule, the Seller Parties have Company has not, in respect of the Business: (i) sold, leased (as lessor)leased, transferred or otherwise disposed of (including any transfers by Seller from the Company to any ACME Entity or to any of its their Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance (other than Permitted Encumbrances) on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller after the Balance Sheet Date, except for inventory and minor amounts of other than personal property having a value, in the aggregate, of less than $50,000 sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrancespractice; (ii) cancelled canceled any material debts owed to or claims held by any Seller Party the Company (including the settlement of any claims or litigation) or waived any right of significant value to the Business other than in the ordinary course of the Business consistent with past practice; (iii) materially accelerated created, incurred, guaranteed or delayed collection assumed, or agreed to create, incur, guarantee or assume, any indebtedness for borrowed money (other than money borrowed or advances from any ACME Entity or any of notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected Affiliates in the ordinary course of the Business consistent with past practice) or entered into any capitalized leases; (iv) materially accelerated collection of notes or accounts receivable generated by the Business to a date prior to the date such collection would have occurred in the ordinary course of the Business; (v) delayed or accelerated payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (vvi) instituted any material changed accounting methods, principles or practices, except insofar as may have been required by law or by a change in compensation generally accepted accounting principles; (vii) acquired any real property or benefits undertaken or committed to undertake capital expenditures exceeding $25,000 in the aggregate; (viii) prepared or filed any Tax Return inconsistent with respect past practice or, on any such Tax Return, taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including, without limitation, positions, elections or methods which would have the effect of deferring income to periods for which Buyer is liable pursuant to Article XI or accelerating deductions to periods for which the ACME Entities are liable pursuant to Article XI); (ix) made any Business Employeeacquisition (by merger, consolidation, acquisition of stock or assets or otherwise) of any corporation, partnership or other business organization or division thereof or interest therein; or (vix) entered into any agreement or made any change commitment to take any action described in the accounting principles and practices used by the Seller Parties from those applied in the preparation of the Balance Sheet and the related statements of income for the period then ended; or subparagraphs (viii) agreed or committed to do any of the foregoingthrough (ix) above.

Operations Since Balance Sheet Date. (a) Since Except as set forth in Schedule 3.5(a), to the Knowledge of the Emmis Entities, during the period from the --------------- Balance Sheet DateDate to the date hereof, except as described on Schedule 5.5(A)inclusive, there has been: (i) no change in the financial condition or the results of operations of the Station or the Business which has had a Material Adverse Effect; andor (ii) no damage, destruction, loss or claim, claim (whether or not covered by insurance, ) or condemnation or other taking which materially adversely affecting any of affects the Purchased Assets Assets, the Station or the Business. (b) Since Except as set forth in Schedule 3.5(b), since the Balance Sheet Date, except as described on Schedule 5.5(B)Date through the date hereof, the Seller Parties have Business has -------------- been conducted the Business only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since the Balance Sheet DateDate through the date hereof, except as set forth in such Schedule, the Seller Parties Emmis Entities have not, in respect of the BusinessStation: (i) sold, leased (as lessor)leased, transferred or otherwise disposed of (including any transfers by Seller to any Affiliate of its Affiliateseither Emmis Entity), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance (other than Permitted Encumbrances) on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller after the Balance Sheet DatePurchased Assets, except for inventory and minor amounts of other than personal property having a value, in the aggregate, of less than $25,000 sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrancespractice; (ii) cancelled canceled without fair consideration therefor any material debts owed to or claims held by any Seller Party either Emmis Entity relating to the Station (including the settlement of any claims or litigation) or waived any right of significant value to either Emmis Entity relating to the Station, other than in the ordinary course of the Business consistent with past practice; (iii) materially created, incurred, guaranteed or assumed, or agreed to create, incur, guarantee or assume, any indebtedness for borrowed money or entered into any capitalized leases except in the ordinary course of business consistent with past practice; (iv) accelerated or delayed collection of notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or to a date prior to the dates when the same date such collection would have been collected occurred in the ordinary course of the Business; (v) granted or instituted any increase in any rate of salary or compensation or any profit sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan other than in the ordinary course of the Business consistent with past practice; (iv) materially delayed or accelerated payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (v) instituted any material change in compensation or benefits with respect to any Business Employeepractices; or (vi) entered into any agreement or made any change commitment to take any action described in the accounting principles and practices used by the Seller Parties from those applied in the preparation of the Balance Sheet and the related statements of income for the period then ended; or subparagraphs (viii) agreed or committed to do any of the foregoingthrough (v) above.

Operations Since Balance Sheet Date. (a) Since Except as set forth in Schedule 3.4(a), during the period from the Balance Sheet DateDate to the date hereof, except as described on Schedule 5.5(A)inclusive, there has been: (i) no fact, event, change or effect having, or which may reasonably be expected to have, a Material Adverse Effect; and; (ii) no damage, destruction, loss or claim, claim (whether or not covered by insurance, ) or condemnation or other taking which materially adversely affecting any of affects the Purchased Assets Assets, the Stations or the Business; and (iii) no adverse change in relations with employees, directors or officers which has had or would reasonably be expected to have a Material Adverse Effect. (b) Since Except as set forth in Schedule 3.4(b), since the Balance Sheet Date, except as described on Schedule 5.5(B), the Seller Parties have conducted operations of the Stations and the Business have been conducted only in the ordinary course and in conformity in all material respects consistent with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, except as set forth in such Schedule 3.4(b) the Seller Parties Xxxxxx Entities have not, in respect of the Purchased Assets, the Stations or the Business: (i) sold, leased (as lessor)leased, transferred or otherwise disposed of (including any transfers by Seller to any Affiliate of its Affiliatesthe Xxxxxx Entities), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance (other than Permitted Encumbrances) on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller after the Balance Sheet DatePurchased Assets, except for inventory and minor amounts of other than personal property having a value, in the aggregate, of less than $10,000 sold or otherwise disposed of for fair value or consumed in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrancespractice; (ii) cancelled canceled without fair consideration therefor any material debts owed to or claims held by any Seller Party the Xxxxxx Entities relating to the Stations (including the settlement of any claims or litigation) or waived any right of significant value to the Xxxxxx Entities relating to the Purchased Assets, the Stations or the Business, other than in the ordinary course of the Business consistent with past practice; (iii) materially accelerated created, incurred, guaranteed or delayed collection of notes assumed, or accounts receivable generated by the Business in advance of agreed to create, incur, guarantee or beyond their regular due dates or the dates when the same would have been collected assume, any indebtedness for borrowed money except in the ordinary course of the Business, and borrowings under existing credit arrangements either that do not affect the Purchased Assets or the Business consistent with past practiceor that will be repaid prior to or as of the Closing; (iv) materially entered into any capitalized leases; (v) delayed or accelerated payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (vvi) granted or instituted any material increase in any manner any rate of salary or compensation or adopted, modified, terminated, contributed to or amended to increase benefits of any profit sharing, bonus, incentive, severance pay or termination pay, deferred compensation, group insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan, trust, fund or similar arrangement or commit itself to amend any of such plans, funds or similar arrangements, other than in the ordinary course of the Business consistent with past practices; (vii) failed to maintain all Employee Plans in accordance with applicable law and regulations; (viii) made any loan to, or entered into any transaction with any of their directors, officers and employees; (ix) changed the accounting methods, principles, or practices materially affecting the Purchased Assets, the Stations or the Business, except insofar as may have been required by law or by a change in compensation or benefits with respect to any Business Employeegenerally accepted accounting principles; or (vix) entered into any agreement or made any change commitment to take any action described in the accounting principles and practices used by the Seller Parties from those applied in the preparation of the Balance Sheet and the related statements of income for the period then ended; or subparagraphs (viii) agreed or committed to do any of the foregoingthrough (x) above.

Operations Since Balance Sheet Date. (a) Since Except as set forth in Schedule 5.5(A), since the Balance Sheet Date, except as described on Schedule 5.5(A), there has been: (i) no Material Adverse Effectmaterial adverse change in the Facilities, the Purchased Assets, the Business or the operations, liabilities, profits, prospects or condition (financial or otherwise) of the Business, and to the knowledge of Parent or MedSurg no fact or condition exists or is contemplated or threatened which might reasonably be expected to cause such a change in the future; and (ii) no material damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting any of the Facilities, the Purchased Assets or the Business. (b) Since Except as set forth in Schedule 5.5(B), since the Balance Sheet Date, except as described on Schedule 5.5(B), the Seller Parties have each of Parent and MedSurg has conducted the Business only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, the Seller Parties have notexcept as set forth in such Schedule, neither Parent nor MedSurg has in respect of the Business: (i) sold, leased (as lessor), transferred or otherwise disposed of (including any transfers by Seller (other than transfers of cash) from the Business to Parent or any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller the Business after the Balance Sheet Date, except for inventory Inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrances; (ii) cancelled canceled any material debts owed to or claims held by any Seller Party the Business (including the settlement of any claims or litigation) or waived any other rights held by the Business other than in the ordinary course of the Business consistent with past practice; (iii) materially created, incurred or assumed, or agreed to create, incur or assume, any indebtedness for borrowed money in respect of the Business (other than money borrowed or advances from Parent or any of its Affiliates in the ordinary course of the Business consistent with past practice) or entered into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (iv) accelerated or delayed collection of notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business consistent with past practice; (ivv) materially delayed or accelerated payment of any account payable or other liability of the Business beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent with past practice; (vvi) allowed the levels of Inventory of the Business to vary in any material respect from the levels customarily maintained in the Business; (vii) made, or agreed to make, any payment of cash or distribution of assets to Parent or any of its Affiliates (other than cash realized upon collection of receivables in the ordinary course of the Business); (viii) instituted any material change increase in any compensation payable to any employee of either Parent or benefits MedSurg with respect to the Business or in any Business Employee; orprofit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to employees of either Parent or MedSurg with respect to the Business; (viix) made any change in the accounting principles and practices used by either Parent or MedSurg or the Seller Parties from those applied Business; (x) paid any claims against the Business (including the settlement of any claims and litigation against the Business or the payment or settlement of any obligations or liabilities of the Business) other than in the preparation ordinary course of the Balance Sheet and Business consistent with past practice; (xi) acquired any real property or undertaken or committed to undertake capital expenditures exceeding $25,000 in the related statements of income for the period then endedaggregate; or (viixii) agreed entered into or become committed to do enter into any other transaction material to the Business except in the ordinary course of the foregoingBusiness.

Operations Since Balance Sheet Date. (a) Since Except as set forth in Schedule 5.5(A), since the Balance Sheet Date, except as described on Schedule 5.5(A), there has been: (i) no Material Adverse Effectmaterial adverse change in the value of the Purchased Assets, the Business or the operations, liabilities, profits, prospects or condition (financial or otherwise) of Seller, and no fact or condition exists or to Seller’s Knowledge is contemplated or threatened which might reasonably be expected to cause such a change in the future; and (ii) no damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting any of the Purchased Assets or the Business. (b) Since Except as set forth in Schedule 5.5(B), since the Balance Sheet Date, except as described on Schedule 5.5(B), the Seller Parties have has conducted the Business only in the ordinary course and in conformity in all material respects with past practice. Without limiting the generality of the foregoing, since the Balance Sheet Date, the except as set forth in such Schedule, Seller Parties have has not, in respect of the Business: (i) sold, leased (as lessor), transferred or otherwise disposed of (including any transfers by from Seller to or any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller after the Balance Sheet Date, except for inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business consistent with past practice and except for Permitted Encumbrances; (ii) cancelled allowed the levels of raw materials, supplies, work-in-process or other materials included in the inventory of Seller to vary in any material debts owed to or claims held by any Seller Party (including respect from the settlement of any claims or litigation) other than levels customarily maintained in the ordinary course of the Business consistent with past practice;for any period; or (iii) materially accelerated or delayed collection instituted any increase in any compensation payable to any employee of notes or accounts receivable generated by Seller with respect to the Business or in advance any profit-sharing, bonus, Table of Contents incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or beyond their regular due dates or the dates when the same would have been collected in the ordinary course other benefits made available to employees of Seller with respect to the Business other than changes made in accordance with normal compensation practices and consistent with past practice; (iv) materially delayed or accelerated payment of any account payable or other liability of the Business beyond or compensation practices in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business consistent consultation with past practice; (v) instituted any material change in compensation or benefits with respect to any Business Employee; or (vi) made any change in the accounting principles and practices used by the Seller Parties from those applied in the preparation of the Balance Sheet and the related statements of income for the period then ended; or (vii) agreed or committed to do any of the foregoingBuyer.

Operations Since Balance Sheet Date. (a) Since Except as set forth ----------------------------------- in Schedule 4.5 and in Section 7.6, since the Balance Sheet Date, except as described on Schedule 5.5(A), there has had ------------ ----------- been: (i) no Material Adverse Effectmaterial adverse change in the assets, liabilities, business, condition (financial or otherwise) or results of operations of the Company and no fact or condition exists or, to the Knowledge of the Shareholders, is contemplated or threatened which might reasonably be expected to cause such a change in the future; and (ii) no damage, destruction, loss or claim, whether or not covered by insurance, or condemnation or other taking adversely affecting in any material respect any of the Purchased Assets assets, business, operations or condition of the BusinessCompany, taken as a whole. (b) Since Except as set forth in Schedule 4.5, since the Balance Sheet ------------ Date, except as described on Schedule 5.5(B), the Seller Parties have Company has conducted the Business its business only in the ordinary course and in conformity in all material respects with past practice. Without practice and, without limiting the generality of the foregoing, since the Balance Sheet Date, the Seller Parties have has not, in respect of the Business: (i) sold, leased (as lessor), transferred or otherwise disposed of (including any transfers by Seller from the Company to the Shareholders or any of its their Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance (other than a Permitted Encumbrance) on, any of the assets reflected on the Balance Sheet or any assets acquired by Seller the Company after the Balance Sheet Date, except for (i) inventory and in the ordinary course of business consistent with past practice or (ii) minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of the Business business consistent with past practice and except for Permitted Encumbrancespractice; (ii) cancelled canceled any material debts owed to or claims held by any Seller Party the Company (including the settlement of any claims or litigation) or waived any other rights held by the Company, other than in the ordinary course of the Business business consistent with past practice; (iii) materially paid any claims against the Company (including the settlement of any claims and litigation against the Company or the payment or settlement of any obligations or liabilities of the Company) other than in the ordinary course of business consistent with past practice; (iv) created, incurred or assumed, or agreed to create, incur or assume, any indebtedness for borrowed money or entered into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13); (v) accelerated or delayed collection of notes or accounts receivable generated by the Business in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of the Business business consistent with past practice; (ivvi) materially delayed or accelerated payment of any account payable or other liability of the Business Company beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of the Business business consistent with past practice; (vvii) acquired any real property or undertaken or committed to undertake capital expenditures which exceed $250,000 in the aggregate; (viii) made, or agreed to make, any payment of cash or distribution of assets to the Shareholders or any of their Affiliates, or entered into, or agreed to enter into, any agreement or transaction with the Shareholders, any Affiliate of the Shareholders or any member of the immediate family of the Shareholders or any Affiliate of the Shareholders; (ix) instituted any material change increase in any compensation or benefits with respect payable to any Business Employee; orofficer or employee of the Company or in any profit- sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to officers or employees of the Company; (vix) made any change in the accounting principles and practices used by the Seller Parties Company from those applied in the preparation of the Balance Sheet and the related statements of income and cash flow for the period then ended; orended on the Balance Sheet Date; (viixi) agreed filed any Tax Return inconsistent with past practice or, on any such Tax Return, taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including, without limitation, positions, elections or methods which would have the effect of deferring income to periods for which the Shareholders are not liable pursuant to Section 9.1 or accelerating deductions ----------- to periods for which the Shareholders are liable pursuant to Section 9.1); or ----------- (xii) entered into or become committed to do enter into any other material transaction except in the ordinary course of the foregoingbusiness.