Common use of Recent Events Clause in Contracts

Recent Events. Except as disclosed in SCHEDULE 3.9, from June 30, 2000 to the date hereof, such Seller (and each applicable Subsidiary of Seller) has conducted the Business conducted by it in the ordinary and usual course and has not, with respect to the Business, the Toledo Plant or each Other Business: (a) sold, assigned, pledged, granted a security interest in, or otherwise transferred or disposed of any of the assets used in the Business or each Other Business that, but for any disposition, would constitute Assets or Other Assets, other than sales in the ordinary course of business of finished goods inventory, dispositions of equipment that is obsolete and Permitted Liens; (b) terminated or materially amended any contract or agreement that is material to the Business, taken as a whole; (c) suffered any material damage, destruction or other casualty loss (whether or not covered by insurance), and there has been no other condition, circumstance, event or occurrence which would be reasonably likely to have a Material Adverse Effect; (d) made any change in its accounting methods or principles applicable to the Business; (e) made any material change in its practices with respect to the manner and timing of payment of trade payables relating to the Business or the collection of receivables relating to the Business; (f) entered into any agreement or arrangement relating to the Business or the Toledo Plant, other than with respect to the Excluded Assets, with any Affiliate of such Seller; (g) made any material change in the selling, pricing, advertising or promotional practices of the Business inconsistent with prior practice; (h) increased or decreased in any material respects the total number of Business Employees or increased the compensation, bonuses or benefits payable or to become payable to the Business Employees except for such increases in the ordinary course of business consistent with past practice; (i) sold, assigned, pledged, granted a security interest in, or otherwise transferred or disposed of any of the Windmill Intellectual Property or assets that, but for such disposition, would constitute Windmill Intellectual Property; or (j) entered into any agreement to do any of the foregoing.

Recent Events. Except as disclosed in SCHEDULE 3.9, from June 30, 2000 to the date hereof, such Seller (and each applicable Subsidiary of Seller) has conducted the Business conducted by it described in the ordinary and usual course and attached "Recent Events Schedule", since December 31, 1997, the Company has notnot experienced any change that has had a Material Adverse Effect. Without limiting the generality of the foregoing, since such date: (i) the Company has not sold, leased, transferred, assigned encumbered, mortgaged or pledged any of its properties or assets; (ii) the Company has not entered into any agreement, contract, lease or license or other transaction with respect to the Directories (or any series of related agreements, contracts, leases or licenses) other than in the Ordinary Course of Business; (iii) no party (including, without limitation, the Toledo Plant Company and Seller) has, accelerated, terminated, modified or each Other canceled any contract, lease, sublease, license or sublicense (or series of related contracts, leases, subleases, licenses and sublicenses) involving more than $5,000 to which the Company is a party or by which the Company is bound and no party intends to take such action; (iv) the Company has not failed to make or delayed or postponed the payment of accounts payable relating to or affecting the Directories or the operation of the Directories or other Liabilities associated with the operation of the Directories outside the Ordinary Course of Business: ; (av) soldthere has not been any other material occurrence, assignedevent, pledgedincident, granted a security interest action, failure to act or other transaction outside the Ordinary Course of Business; (vi) the Company has not increased or decreased billing rates under its Customer Contracts and has not agreed to payment terms under any Customer Contract other than in the Ordinary Course of Business; (vii) the Company has not suffered any extraordinary loss, damage, destruction or casualty loss or waived any rights to any asset, whether or not covered by insurance and whether or not in the Ordinary Course of Business; (viii) the Company has not received any indication that any customer or supplier will cease, reduce or adversely affect the rate of business done with it; (ix) the Company has not made any loans or advances to, guarantees for the benefit of, or any investments in, any Persons; (x) except as agreed with Purchaser in connection with this Agreement, the Company has not granted any increase in the base compensation of, or otherwise transferred or disposed of made any other change in the employment terms for, any of the assets used in the Business or each Other Business thatits directors, but for any disposition, would constitute Assets or Other Assets, officers and employees (other than sales in the ordinary course of business of finished goods inventorybusiness) or adopted, dispositions of equipment that is obsolete and Permitted Liens; (b) amended, modified or terminated any bonus, profit-sharing, incentive, severance, or materially amended any other plan, contract or agreement that is material to commitment for the Businessbenefit of any of its directors, taken as a whole; officers and employees (c) suffered any material damage, destruction or other casualty loss (whether or not covered by insurance), and there has been no other condition, circumstance, event or occurrence which would be reasonably likely to have a Material Adverse Effect; (d) made any change in its accounting methods or principles applicable to the Business; (e) made any material change in its practices with respect to the manner and timing of payment of trade payables relating to the Business or the collection of receivables relating to the Business; (f) entered into any agreement or arrangement relating to the Business or the Toledo Plant, other than with respect to the Excluded Assets, with any Affiliate of such Seller; (g) made any material change in the selling, pricing, advertising or promotional practices of the Business inconsistent with prior practice; (h) increased or decreased in any material respects the total number of Business Employees or increased the compensation, bonuses or benefits payable or to become payable to the Business Employees except for such increases in the ordinary course of business consistent with past practicebusiness); or (ixi) sold, assigned, pledged, granted a security interest in, or otherwise transferred or disposed of any of the Windmill Intellectual Property or assets that, but for such disposition, would constitute Windmill Intellectual Property; or (j) entered into any agreement Company has not committed to do any of the foregoing.

Recent Events. Except as disclosed in SCHEDULE 3.9, from June 30, 2000 to Since the date hereof, such Seller Balance Sheet Date: (i) the business and affairs of each applicable Subsidiary of Seller) has conducted the Business conducted by it Company have been operated in the ordinary Ordinary Course of Business (except for the transactions contemplated herein); (ii) each Company has exercised its commercially reasonable efforts to preserve and usual course advance its operations; and (iii) each Company’s relations with its customers have been carried on in a manner designed to preserve such Company’s goodwill. Without limiting the foregoing, since the foregoing date, (x) there has not, not been any Material Adverse Change (either on an individual basis with respect to each Company or on a consolidated basis with respect to all of the BusinessCompanies), (y) no event has occurred or circumstance exists that could reasonably be expected to result in a Material Adverse Change (either on an individual basis with respect to each Company or on a consolidated basis with respect to all of the Toledo Plant or Companies), and (z) with respect to each Other Business: Company, except as otherwise provided on Schedule 5.9, there is not and has not occurred any: (a) sold, assigned, pledged, granted a change in or issuance or sale of any Company’s authorized or issued Capital Stock; issuance of any security interest inconvertible into, or otherwise transferred exchangeable for, such Capital Stock; purchase, redemption, retirement or disposed other acquisition by any Company of any shares of its Capital Stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of its Capital Stock; (b) amendment to the Charter Documents of any Company; (c) increase (or promise of any increase) of any bonuses, salaries, benefits or other compensation to any equityholder, manager, officer, director, employee or Service Provider of a Company (or the payment thereof) other than in the Ordinary Course of Business; (d) adoption of, modification of, termination of or increase in the payments to or benefits under, any Company’s Benefit Plan; (e) capital expenditure (or series of capital expenditures) by a Company involving more than $50,000 or outside the Ordinary Course of Business of a Company; (f) loan to or acquisition of the assets used or securities by a Company of any other Person other than purchases of inventory in the Ordinary Course of Business of a Company; (g) delay or each Other Business that, but for any disposition, would constitute Assets or Other Assets, other than sales postponement in the ordinary course payment of business of finished goods inventory, dispositions of equipment that is obsolete and Permitted Liens; (b) terminated or materially amended any contract or agreement that is material to the Business, taken as a whole; (c) suffered any material damage, accounts payable outside the Ordinary Course of Business of a Company; (h) damage to or destruction or other casualty loss (of any asset of a Company with a replacement value of $50,000 or greater, whether or not covered by insuranceinsurance (other than through ordinary wear and tear); (i) entry into, modification of, termination of, or acceleration of: (i) any license, lease, credit, debt, guaranty or similar Contract to which a Company is a party, (ii) any Contract or transaction involving a total commitment by or to a Company of at least $100,000, or (iii) any transaction, arrangement or Contract with any current or former director, officer, manager, equityholder, employee or Service Provider of a Company (other than their right to receive compensation and benefits in the Ordinary Course of Business); (j) sale (other than sales of inventory in the Ordinary Course of Business of a Company), and there has been no lease, or other conditiondisposition or transfer of the tangible or intangible assets of any Company with a fair market value of $50,000 or greater; (k) mortgage, circumstancepledge, event granting of security interest in or occurrence which would be reasonably likely imposition of any Lien on any of the tangible or intangible assets of any Company; (l) cancellation, compromise, waiver or release of any claims or rights (or series of claims or rights) either involving a value to have a Material Adverse Effect; Company in excess of $50,000 or outside the Ordinary Course of Business of a Company; (dm) made any change in its accounting methods or principles applicable to the Business; (e) made any material change in its practices with respect to the manner and timing of payment of trade payables relating to the Business or the collection of receivables relating to the Business; (f) entered into any agreement or arrangement relating to the Business or the Toledo Plant, other than with respect to the Excluded Assets, with any Affiliate of such Seller; (g) made any material change in the selling, pricing, advertising accounting methods used by a Company; (n) Contract or promotional practices of transaction outside the Business inconsistent with prior practice; (h) increased or decreased in any material respects the total number Ordinary Course of Business Employees of a Company; or (o) notice or increased the compensationContract, bonuses whether oral or benefits payable or to become payable to the Business Employees except for such increases in the ordinary course of business consistent with past practice; (i) soldwritten, assigned, pledged, granted a security interest in, or otherwise transferred or disposed of by any of the Windmill Intellectual Property or assets that, but for such disposition, would constitute Windmill Intellectual Property; or (j) entered into any agreement Company to do any of the foregoing.

Recent Events. Except as disclosed described in SCHEDULE 3.9the attached Recent Events Schedule, from since June 30, 2000 1997, Seller has not experienced any change that has had a Material Adverse Effect. Without limiting the generality of the foregoing, since such date: (i) Seller has not sold, leased, transferred or assigned any of the Purchased Assets and Shareholder has not authorized the sale, lease, transfer or assignment of any of the Purchased Assets, except pursuant to the date hereofthis Agreement; (ii) Seller has not entered into any agreement, such Seller (and each applicable Subsidiary of Seller) has conducted the Business conducted by it in the ordinary and usual course and has notcontract, lease or license with respect to the Directories (or any series of related agreements, contracts, leases or licenses) other than in the Ordinary Course of Business; (iii) no party (including, without limitation, Seller and Shareholder) has, accelerated, terminated, modified or canceled any contract, lease, sublease, license or sublicense (or series of related contracts, leases, subleases, licenses and sublicenses) involving more than $10,000 to which Seller is a party or by which Seller is bound and no party intends to take such action; (iv) Seller has not delayed or postponed the Toledo Plant payment of accounts payable relating to or each Other Business: (a) sold, assigned, pledged, granted a security interest in, affecting the Directories or otherwise transferred or disposed of any the operation of the assets used Directories or other Liabilities associated with the operation of the Directories outside the Ordinary Course of Business; (v) there has not been any other material occurrence, event, incident, action, failure to act or other transaction outside the Ordinary Course of Business; (vi) Seller has not increased or decreased billing rates under its Customer Contracts and Seller has not agreed to payment terms under any Customer Contract other than in the Business or each Other Business that, but for Ordinary Course of Business; (vii) neither Seller nor Shareholder has disclosed any disposition, would constitute Assets or Other Assets, information required to be kept confidential pursuant to Section 7.2 hereof to any Person other than sales in the ordinary course of business of finished goods inventoryTransWestern and TransWestern's agents, dispositions of equipment that is obsolete attorneys and Permitted Liens; accountants; (bviii) terminated or materially amended any contract or agreement that is material to the Business, taken as a whole; (c) Seller has not suffered any material extraordinary loss, damage, destruction or other casualty loss (or waived any rights to any Purchased Asset or any other asset which, if it existed and was held by Seller on the Closing Date, would constitute a Purchased Asset, whether or not covered by insurance)insurance and whether or not in the Ordinary Course of Business; (ix) neither Seller nor Shareholder has received any indication that any customer or supplier will cease, and there has been no other condition, circumstance, event reduce or occurrence which would be reasonably likely to have a Material Adverse Effect; (d) made any change in its accounting methods or principles applicable to adversely affect the Business; (e) made any material change in its practices rate of business done with Seller with respect to the manner and timing Directories or in connection with the publication of payment of trade payables relating to the Business or the collection of receivables relating to the Business; Directories; (fx) Seller has not entered into any agreement or arrangement other transaction relating to or affecting the Business or the Toledo PlantDirectories, other than with respect to the Excluded Assets, with any Affiliate of such Seller; (g) made any material change in the selling, pricing, advertising or promotional practices Ordinary Course of the Business inconsistent with prior practiceBusiness; and (hxi) increased or decreased in any material respects the total number of Business Employees or increased the compensation, bonuses or benefits payable or Seller has not committed to become payable to the Business Employees except for such increases in the ordinary course of business consistent with past practice; (i) sold, assigned, pledged, granted a security interest in, or otherwise transferred or disposed of any of the Windmill Intellectual Property or assets that, but for such disposition, would constitute Windmill Intellectual Property; or (j) entered into any agreement to do any of the foregoing.

Recent Events. Except as disclosed in SCHEDULE 3.9, from June 30, 2000 to the date hereof, such Seller (and each applicable Subsidiary of Seller) has conducted the Business conducted by it described in the ordinary attached Recent Events Schedule, since December 31, 1997, Seller has not experienced any change that has had a Material Adverse Effect. Without limiting the generality of the foregoing, since such date: (i) Seller has not sold, leased, transferred or assigned any of the Purchased Assets and usual course and Shareholder has notnot authorized the sale, lease, transfer or assignment of any of the Purchased Assets, except pursuant to this Agreement; (ii) Seller has not entered into any agreement, contract, lease or license with respect to the Directories (or any series of related agreements, contracts, leases or licenses) other than in the Ordinary Course of Business; (iii) no party has, accelerated, terminated, modified or canceled any contract, lease, sublease, license or sublicense (or series of related contracts, leases, subleases, licenses and sublicenses) involving more than $10,000 to which Seller is a party or by which Seller is bound and to Seller's knowledge, no party intends to take such action; (iv) Seller has not delayed or postponed the Toledo Plant payment of accounts payable relating to or each Other Business: (a) sold, assigned, pledged, granted a security interest in, affecting the Directories or otherwise transferred or disposed of any the operation of the assets used Directories or other Liabilities associated with the operation of the Directories outside the Ordinary Course of Business; (v) there has not been any other material occurrence, event, incident, action, failure to act or other transaction outside the Ordinary Course of Business; (vi) Seller has not increased or decreased billing rates under its Customer Contracts and Seller has not agreed to payment terms under any Customer Contract other than in the Business or each Other Business that, but for Ordinary Course of Business; (vii) neither Seller nor Shareholder has disclosed any disposition, would constitute Assets or Other Assets, information required to be kept confidential pursuant to Section 7.2 hereof to any Person other than sales in the ordinary course of business of finished goods inventoryTransWestern and TransWestern's agents, dispositions of equipment that is obsolete attorneys and Permitted Liens; accountants; (bviii) terminated or materially amended any contract or agreement that is material to the Business, taken as a whole; (c) Seller has not suffered any material extraordinary loss, damage, destruction or other casualty loss (or waived any rights to any Purchased Asset or any other asset which, if it existed and was held by Seller on the Closing Date, would constitute a Purchased Asset, whether or not covered by insurance)insurance and whether or not in the Ordinary Course of Business; (ix) neither Seller nor Shareholder has received any notice, and there has been no other conditionwritten or oral, circumstance, event that any customer or occurrence which would be reasonably supplier intends or is likely to have a Material Adverse Effect; (d) made any change in its accounting methods cease, or principles applicable to materially reduce or adversely affect the Business; (e) made any material change in its practices rate of business done with Seller with respect to the manner and timing Directories or in connection with the publication of payment of trade payables relating to the Business or the collection of receivables relating to the Business; Directories; (fx) Seller has not entered into any agreement or arrangement other transaction relating to or affecting the Business Directories, individually or the Toledo Plantas a whole, other than with respect to the Excluded Assets, with any Affiliate of such Seller; (g) made any material change in the selling, pricing, advertising or promotional practices Ordinary Course of the Business inconsistent with prior practiceBusiness; and (hxi) increased or decreased in any material respects the total number of Business Employees or increased the compensation, bonuses or benefits payable or Seller has not committed to become payable to the Business Employees except for such increases in the ordinary course of business consistent with past practice; (i) sold, assigned, pledged, granted a security interest in, or otherwise transferred or disposed of any of the Windmill Intellectual Property or assets that, but for such disposition, would constitute Windmill Intellectual Property; or (j) entered into any agreement to do any of the foregoing.

Recent Events. Except as disclosed in SCHEDULE 3.9, from June 30, 2000 to the date hereof, such Seller (and each applicable Subsidiary of Seller) has conducted the Business conducted by it in the ordinary and usual course and has not, with respect to the Business, Business or the Toledo Plant or each Other ▇▇▇▇▇ ▇▇▇▇ Business: (a) sold, assigned, pledged, granted a security interest in, or otherwise transferred or disposed of any of the assets used in the Business or each Other the ▇▇▇▇▇ ▇▇▇▇ Business that, but for any disposition, would constitute Assets or Other ▇▇▇▇▇ ▇▇▇▇ Assets, other than sales in the ordinary course of business of finished goods inventory, dispositions of equipment that is obsolete and Permitted Liens; (b) terminated or materially amended any contract or agreement that is material to the Business, taken as a whole; (c) suffered any material damage, destruction or other casualty loss (whether or not covered by insurance), and there has been no other condition, circumstance, event or occurrence which would be reasonably likely to have a Material Adverse Effect; (d) made any change in its accounting methods or principles applicable to the Business; (e) made any material change in its practices with respect to the manner and timing of payment of trade payables relating to the Business or the collection of receivables relating to the Business; (f) entered into any agreement or arrangement relating to the Business or the Toledo PlantBusiness, other than with respect to the Excluded Assets, with any Affiliate of such Seller; (g) made any material change in the selling, pricing, advertising or promotional practices of the Business inconsistent with prior practice; (h) increased or decreased in any material respects the total number of Business Employees or increased the compensation, bonuses or benefits payable or to become payable to the Business Employees except for such increases in the ordinary course of business consistent with past practice; (i) sold, assigned, pledged, granted a security interest in, or otherwise transferred or disposed of any of the Windmill Intellectual Property or assets that, but for such disposition, would constitute Windmill Intellectual Property; or (j) entered into any agreement to do any of the foregoing.

Recent Events. Except as disclosed in SCHEDULE 3.9set forth on Schedule 5.8, from June 30since December 31, 2000 to the date hereof2018, such Seller (and each applicable Subsidiary of Selleri) has conducted the Business conducted by it has been operated in the ordinary Ordinary Course of Business, (ii) Seller has used its best efforts to preserve and usual course advance its operations, (iii) Seller’s relations with its customers and suppliers have been carried on in a manner designed to preserve Seller’s goodwill, (iv) there has not been, and no event has occurred or circumstance exists that could reasonably be expected to result in, any Material Adverse Change, and (v) there is not and has notnot occurred any: (a) increase (or promise of any increase) of any bonuses, salaries, benefits or other compensation to any equityholder, manager, officer, director of Seller or any Service Provider (or the payment thereof); (b) adoption of, modification of, termination of, or increase in the payments to or benefits under, any Benefit Plan; (c) capital expenditure (or series of capital expenditures) by Seller involving more than $10,000 or outside the Ordinary Course of Business; (d) loan to or acquisition of the assets (other than purchases of inventory in the Ordinary Course of Business) or securities of any other Person by Seller; (e) (i) activity by Seller that could reasonably be expected to result in a reduction, temporary or otherwise, in the demand for, or an increase in the cancellation of services offered following the Closing Date, including sales on terms or at prices outside the Ordinary Course of Business, (ii) acceleration by Seller of the receipt of accounts receivable or engagement in any other activity with customers that has had or could reasonably be expected to have the effect of accelerating to pre-Closing periods accounts receivable that would otherwise be expected to be collected in post-Closing periods, or (iii) undertaking by Seller of cash management practices other than in the Ordinary Course of Business (including with respect to the Businesscollection of accounts receivable, the Toledo Plant payment of accounts payable and accrued expenses, pricing and credit practices and operation of cash management practices generally); (f) theft, damage, destruction or each Other Businessloss (without regard to any insurance) of or to any Purchased Asset, whether or not covered by insurance (other than through ordinary wear and tear); (g) entry into, modification of, termination of, or acceleration of: (ai) soldany Indebtedness Contract under which Seller has any Liability, assigned(ii) any Contract or transaction involving a total commitment by or to Seller of at least $25,000, pledged(iii) any transaction or Contract with any Service Provider or director, granted officer, manager or equityholder of Seller, or (iv) any Material Contract; (h) sale (other than sales of inventory in the Ordinary Course of Business), lease or other disposition or transfer of any tangible or intangible asset of Seller; (i) mortgage, pledge, granting of a security interest in, or otherwise transferred or disposed imposition of any Lien on, any asset (tangible or intangible) of the assets used Seller; (j) cancellation, compromise, waiver or release of any claims or rights involving a value to Seller in the Business or each Other Business that, but for any disposition, would constitute Assets or Other Assets, other than sales in the ordinary course excess of business of finished goods inventory, dispositions of equipment that is obsolete and Permitted Liens; $25,000; (bi) terminated or materially amended any contract or agreement that is material to the Business, taken as a whole; (c) suffered any material damage, destruction or other casualty loss (whether or not covered by insurance), and there has been no other condition, circumstance, event or occurrence which would be reasonably likely to have a Material Adverse Effect; (d) made any change in its Seller’s Tax reporting or accounting methods or principles applicable to the Business; (e) made any material change in its practices principles, including with respect to the manner and timing depreciation or amortization policies or rates, (ii) settlement or compromise of payment any Tax liability of trade payables relating to the Business Seller, (iii) making, changing or the collection rescinding any Tax election or accounting method of receivables relating to the BusinessSeller; (fiv) entered into filing of an amended Tax Return by Seller; or (v) release of any agreement rights to a Tax refund, or arrangement relating to the Business or the Toledo Plant, other than settlement of any claim with respect to the Excluded Assetsa Tax refund, by Seller; (l) grant of any license or sublicense of any rights under or with respect to any Affiliate of such Intellectual Property Rights of Seller; (g) made , or disposition of or abandonment of any material change in the selling, pricing, advertising or promotional practices of the Business inconsistent with prior practice; (h) increased or decreased in any material respects the total number of Business Employees or increased the compensation, bonuses or benefits payable or to become payable to the Business Employees except for such increases in the ordinary course of business consistent with past practice; (i) sold, assigned, pledged, granted a security interest rights in, to or otherwise transferred or disposed for the use of any of the Windmill Intellectual Property Rights of Seller; (m) entering into of any Contract or assets thattransaction outside the Ordinary Course of Business; or (n) notice of, but for such dispositionor entering into, would constitute Windmill Intellectual Property; any Contract, whether oral or (j) entered into any agreement written, to do any of the foregoing.

Recent Events. Except as disclosed described in SCHEDULE 3.9the attached Recent Events Schedule, from June since September 30, 2000 1998, Sellers have not experienced any change that has had a Material Adverse Effect. Without limiting the generality of the foregoing, since such date: (i) Sellers have not sold, leased, transferred or assigned any of the Purchased Assets, except pursuant to the date hereofthis Agreement; (ii) Sellers have not entered into any agreement, such Seller (and each applicable Subsidiary of Seller) has conducted the Business conducted by it in the ordinary and usual course and has notcontract, lease or license with respect to the Directories (or any series of related agreements, contracts, leases or licenses) other than in the Ordinary Course of Business; (iii) no party has, accelerated, terminated, modified or canceled any contract, lease, sublease, license or sublicense (or series of related contracts, leases, subleases, licenses and sublicenses) involving more than $10,000 to which Sellers are a party or by which Sellers are bound and no party intends to take such action; (iv) Sellers have not delayed or postponed the Toledo Plant payment of accounts payable relating to or each Other Business: (a) sold, assigned, pledged, granted a security interest in, affecting the Directories or otherwise transferred or disposed of any the operation of the assets used Directories or other Liabilities associated with the operation of the Directories outside the Ordinary Course of Business; (v) there has not been any other material occurrence, event, incident, action, failure to act or other transaction outside the Ordinary Course of Business; (vi) Sellers have not increased or decreased billing rates under their Customer Contracts and Sellers have not agreed to payment terms under any Customer Contract other than in the Business or each Other Business that, but for Ordinary Course of Business; (vii) Sellers have not disclosed any disposition, would constitute Assets or Other Assets, information required to be kept confidential pursuant to Section 7.2 hereof to any Person other than sales in the ordinary course of business of finished goods inventoryTransWestern and TransWestern's agents, dispositions of equipment that is obsolete attorneys and Permitted Liens; accountants; (bviii) terminated or materially amended any contract or agreement that is material to the Business, taken as a whole; (c) Sellers have not suffered any material extraordinary loss, damage, destruction or other casualty loss (or waived any rights to any Purchased Asset or any other asset which, if it existed and was held by Sellers on the Closing Date, would constitute a Purchased Asset, whether or not covered by insurance)insurance and whether or not in the Ordinary Course of Business; (ix) Sellers have not received any indication that any customer or supplier will cease, and there has been no other condition, circumstance, event reduce or occurrence which would be reasonably likely to have a Material Adverse Effect; (d) made any change in its accounting methods or principles applicable to adversely affect the Business; (e) made any material change in its practices rate of business done with Sellers with respect to the manner and timing Directories or in connection with the publication of payment the Directories, other than in the Ordinary Course of trade payables relating to the Business or the collection of receivables relating to the Business; ; (fx) Sellers have not entered into any agreement or arrangement other transaction relating to or affecting the Business Directories, individually or the Toledo Plantas a whole, other than with respect to the Excluded Assets, with any Affiliate of such Seller; (g) made any material change in the selling, pricing, advertising or promotional practices Ordinary Course of the Business inconsistent with prior practiceBusiness; and (hxi) increased or decreased in any material respects the total number of Business Employees or increased the compensation, bonuses or benefits payable or Sellers have not committed to become payable to the Business Employees except for such increases in the ordinary course of business consistent with past practice; (i) sold, assigned, pledged, granted a security interest in, or otherwise transferred or disposed of any of the Windmill Intellectual Property or assets that, but for such disposition, would constitute Windmill Intellectual Property; or (j) entered into any agreement to do any of the foregoing.

Recent Events. Except Since the Most Recent Fiscal Year End, Transport and its Subsidiaries have not experienced or suffered any Transport Material Adverse Effect. Without limiting the generality of the foregoing, except as reflected on the Most Recent Balance Sheet or Schedule 3.6 of the Transport Disclosure Schedule or, except as expressly disclosed in SCHEDULE 3.9Transport SEC Reports filed since the Most Recent Fiscal Year End, from June 30since the Most Recent Fiscal Year End, 2000 to the date hereof, such Seller (none of Transport and each applicable Subsidiary of Seller) has conducted the Business conducted by it in the ordinary and usual course and has not, with respect to the Business, the Toledo Plant or each Other Business: its Subsidiaries have: (a) sold, assignedleased, pledged, granted a security interest in, or otherwise transferred or disposed of assigned any of the assets used in the Business their assets, tangible or each Other Business that, but for any disposition, would constitute Assets or Other Assetsintangible, other than sales in the ordinary course Ordinary Course of business Business for consideration in excess of finished goods inventory, dispositions of equipment that is obsolete and Permitted Liens; $100,000; (b) terminated accelerated, terminated, modified, canceled or materially amended committed any contract or agreement that is material to the Businessbreach of any Contract, taken as a whole; involving more than $100,000; (c) suffered canceled, compromised, waived, or released any material Indebtedness, right or claim (or series of related rights and claims) either involving more than $100,000 or otherwise outside the Ordinary Course of Business; (d) granted any license or sublicense of any Transport Intellectual Property Rights; (e) experienced any damage, destruction or other casualty loss (whether or not covered by insurance) exceeding $100,000 outside the Ordinary Course of Business to any of their properties or assets (other than ordinary wear and tear not caused by neglect), and there ; (f) incurred any Indebtedness for borrowed money or created or suffered to exist any Security Interest upon any of their material assets outside the Ordinary Course of Business; (g) changed the manner in which the business has been no other conditionconducted, circumstanceincluding, event without limitation, collection of accounts receivable or occurrence payment of accounts payable, in any material respect; (h) changed the accounting principles, methods or practices or any change in the depreciation or amortization policies or rates; (i) changed the relationships with any customer, supplier, contractors or agents which would might reasonably be reasonably likely expected to have a Transport Material Adverse Effect; ; (dj) made issued, sold, or otherwise disposed of any change in of its accounting methods capital stock, or principles applicable granted any options, warrants, or other rights to the Business; purchase or obtain (eincluding upon conversion or exercise) made any material change in of its practices capital stock, or any securities convertible or exchangeable into any of its capital stock; (k) declared, set aside, or paid any dividend or distribution with respect to the manner and timing its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of payment of trade payables relating to the Business or the collection of receivables relating to the Business; its capital stock; (fl) entered into any agreement transaction, arrangement or arrangement relating contract with, or distributed or transferred any cash, property or other assets (in each case involving an amount in excess of $10,000) to, any officer, director, stockholder, key employee, agent or other insider or Affiliate of Transport or any of its Subsidiaries (other than wages, salaries and employee or outside director benefits in the Ordinary Course of Business); (m) made or committed to make any capital expenditures outside the Ordinary Course of Business or entered into any other material transaction outside the Toledo PlantOrdinary Course of Business involving an expenditure in excess of $500,000; (n) entered into, other than with respect to the Excluded Assets, with any Affiliate of such Seller; (g) made any material change in the selling, pricing, advertising amended or promotional practices of the Business inconsistent with prior practice; (h) increased or decreased modified in any material respects the total number respect (beyond any amendments and modifications reflected in true and complete copies of Business Employees or increased the compensation, bonuses or benefits payable or such Plans delivered to become payable to the Business Employees except for such increases in the ordinary course of business consistent with past practice; USF) any Plan; (i) sold, assigned, pledged, granted a security interest in, or otherwise transferred or disposed of any of the Windmill Intellectual Property or assets that, but for such disposition, would constitute Windmill Intellectual Property; or (jo) entered into any employment agreement or collective bargaining agreement or granted any increase in excess of $25,000 in the salary of any officer or employee or paid any bonus exceeding $25,000 to do any officer or employee; (p) experienced any work interruptions, labor grievances or claims, or any event or condition of any character, which could reasonably be expected to result in a Transport Material Adverse Effect; (q) consummated any material transaction outside the Ordinary Course of Business; or (r) committed (orally or in writing) to any of the foregoing.

Recent Events. Except as disclosed in SCHEDULE 3.9set forth on Schedule 3.13, from June 30since the Balance Sheet Date, 2000 to (x) the date hereof, such Seller (and each applicable Subsidiary of Seller) has Acquired Companies have conducted the Business conducted by it in the ordinary and usual course and has not, with respect to the Business, the Toledo Plant or each Other Business: (a) sold, assigned, pledged, granted a security interest in, or otherwise transferred or disposed of any of the assets used in the Business or each Other Business that, but for any disposition, would constitute Assets or Other Assets, other than sales their business in the ordinary course of business of finished goods inventory, dispositions of equipment that is obsolete consistent with past practice and Permitted Liens; (by) terminated or materially amended any contract or agreement that is material to the Business, taken as a whole; (c) suffered any material damage, destruction or other casualty loss (whether or not covered by insurance), and there has been no other condition, circumstance, event or occurrence which would be reasonably likely to have a Material Adverse Effect; . Without limiting the generality of the foregoing, except as disclosed in the applicable subsection of Schedule 3.13, since the Balance Sheet Date: (a) no Acquired Company has sold, leased, transferred, or assigned any of its assets, other than sales of inventory in the ordinary course of business; (b) no party (including any Acquired Company) has entered into, terminated, cancelled, amended, modified or accelerated any Contract that is listed or required to be listed on Schedule 3.12; (c) no Acquired Company has imposed any Liens (other than Permitted Liens) upon any of its assets; (d) no Acquired Company has made any change capital expenditures, or committed to make any capital expenditures, in its accounting methods or principles applicable to the Business; excess of $150,000; (e) no Acquired Company has made any material change capital investment in, any loan to, or any acquisition of the securities or assets (other than purchases of inventory, supplies and equipment in its practices with respect to the manner and timing ordinary course of payment of trade payables relating to the Business business) of, any Person or the collection of receivables relating to the Business; business; (f) entered into no Acquired Company has created, incurred, assumed or guaranteed any agreement or arrangement relating to the Business or the Toledo Plant, Funded Indebtedness (other than with respect to the Excluded Assets, with any Affiliate draws under a revolving line of such Seller; (g) made any material change in the selling, pricing, advertising or promotional practices of the Business inconsistent with prior practice; (h) increased or decreased in any material respects the total number of Business Employees or increased the compensation, bonuses or benefits payable or to become payable to the Business Employees except for such increases credit in the ordinary course of business consistent with past practice; ); (g) no Acquired Company has delayed the payment of accounts payable past the date when such obligation would have been paid in the ordinary course consistent with past practice, or accelerated the collection of account receivable in advance of when such receivable would have been collected in the ordinary course of business consistent with past practice; (h) no Acquired Company has cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $75,000; (i) no Acquired Company has transferred, assigned or granted any license or sublicense of any rights under or with respect to any Intellectual Property Rights other than non-exclusive licenses to customers in the ordinary course of business consistent with past practice; (j) no Acquired Company has issued, sold, assigned, pledged, granted a security interest in, or otherwise transferred or disposed of any of the Windmill Intellectual Property its Equity Interests, or assets thatgranted any options, but for such dispositionwarrants, would constitute Windmill Intellectual Property; or other rights to purchase or obtain (jincluding upon conversion, exchange, or exercise) any of its Equity Interests; (k) no Acquired Company has declared, set aside or paid any dividend or made any distribution with respect to its Equity Interests (whether in cash or in kind) or redeemed, purchased or otherwise acquired any of its Equity Interests; (l) no Acquired Company has experienced any material damage, destruction or loss (whether or not covered by insurance) to any of its property; (m) no Acquired Company has entered into any agreement transaction with any of its directors, managers, officers or employees; (n) no Acquired Company has (i) made or promised any increase in excess of 6% the base compensation of any of its directors, managers, officers or employees, (ii) adopted, amended, modified, or terminated any Employee Plan, (iii) hired any individual with salary or overall compensation greater than $100,000, (iv) taken action or used discretion to adjust the payment of bonuses under the ▇▇▇▇▇▇ Holding Company, LLC Annual Bonus Plan, including, but not limited to, providing for the payment of pro-rata bonuses or providing for payment of bonuses at target levels without regard to the achievement of applicable performance metrics, or (v) made any other change in employment terms for any of its directors, managers, officers or employees; (o) no Acquired Company has made any loans or advances of money; (p) no Acquired Company has made any material changes in its accounting policies, methods, principles or practices or any of its cash management practices; (q) no Acquired Company has made any material Tax election, changed its method of Tax accounting (except as the result of any change in Law), prepared any Tax Returns in a manner which is inconsistent in any material respect with the past practices of such Acquired Company with respect to the treatment of items on such Tax Returns, incurred any material liability for Taxes other than in the ordinary course of business consistent with past practice, filed an amended Tax Return or a claim for refund of Taxes with respect to the income, operations or property of such Acquired Company, or settled any claim relating to Taxes; and (r) no Acquired Company has entered into any agreement, understanding or commitment by any Acquired Company to do any of the foregoing.

Recent Events. Except as disclosed in SCHEDULE 3.9, from June 30, 2000 to the date hereof, such Seller (and each applicable Subsidiary of Seller) has conducted the Business conducted by it described in the ordinary and usual course and attached "Recent Events Schedule," since December 31, 1998, Seller has notnot experienced any change that has had a Material Adverse Effect. Without limiting the generality of the foregoing, since such date: (i) Seller has not sold, leased, transferred or assigned (or entered into any agreement to sell, lease, transfer or assign)any of its assets, except pursuant to this Agreement other than sales of inventory in the Ordinary Course of Business; (ii) Seller has not entered into any agreement, contract, lease or license with respect to the Directories (or any series of related agreements, contracts, leases or licenses) other than in the Ordinary Course of Business; (iii) no Person (including without limitation, Seller and the Toledo Plant Shareholders) has accelerated, terminat-ed, modi-fied or each Other Business: canceled any contract, lease, sublease, license or subli-cense (aor series of related contracts, leases, subleases, licens-es and sublicenses) soldinvolving more than $10,000 to which Seller is a party or by which Seller is bound and, assignedto Seller's Knowledge, pledged, granted a security interest in, no Person intends to take or otherwise transferred has basis for taking such action; (iv) Seller has not delayed or disposed postponed the payment of any accounts payable relating to or affecting the Directories or the operation of the assets used Directories or other Liabilities associated with the operation of the Directories outside the Ordinary Course of Business; (v) there has not been any other material occurrence, event, incident, action, failure to act or other transaction outside the Ordinary Course of Business; (vi) Seller has not increased or decreased billing rates under its Customer Contracts and Seller has not agreed to payment terms under any Customer Contract other than in the Business or each Other Business that, but for Ordinary Course of Business; (vii) Seller has not disclosed any disposition, would constitute Assets or Other Assets, information required to be kept confidential pursuant to Section 7.2 hereof to any Person other than sales in the ordinary course of business of finished goods inventoryTransWestern and TransWestern's agents, dispositions of equipment that is obsolete attorneys and Permitted Liens; accountants; (bviii) terminated or materially amended any contract or agreement that is material to the Business, taken as a whole; (c) Seller has not suffered any material extraordinary loss, damage, destruction or other casualty loss (or waived any rights to any Purchased Asset or any other asset which, if it existed and was held by Seller on the Closing Date, would constitute a Purchased Asset, whether or not covered by insurance)insurance and whether or not in the Ordinary Course of Business; (ix) Seller has not received any indication that any customer or supplier will cease, and there reduce or adversely affect the rate of business conducted with Seller or otherwise in connection with the publication of the Directories, prior to or following the Closing; (x) Seller has been no other condition, circumstance, event or occurrence which would be reasonably likely to have a Material Adverse Effect; (d) made any change in its accounting methods or principles applicable to the Business; (e) made any material change in its practices with respect to the manner and timing of payment of trade payables relating to the Business or the collection of receivables relating to the Business; (f) not entered into any agreement or arrangement other material transaction relating to or affecting the Business Directories, individually or as a whole; and (xi) Neither Seller nor the Toledo Plant, other than with respect Shareholders have committed to the Excluded Assets, with any Affiliate of such Seller; (g) made any material change in the selling, pricing, advertising or promotional practices of the Business inconsistent with prior practice; (h) increased or decreased in any material respects the total number of Business Employees or increased the compensation, bonuses or benefits payable or to become payable to the Business Employees except for such increases in the ordinary course of business consistent with past practice; (i) sold, assigned, pledged, granted a security interest in, or otherwise transferred or disposed of any of the Windmill Intellectual Property or assets that, but for such disposition, would constitute Windmill Intellectual Property; or (j) entered into any agreement to do any of the foregoing.

Recent Events. Except Excepts as disclosed in SCHEDULE 3.9set forth on Schedule 4.9, from June 30since December 31, 2000 to the date hereof2007, such (i) there has not been any Material Adverse Change; (ii) Seller (and each applicable Subsidiary of Seller) has conducted the Business conducted by it in the ordinary and usual course and has not, with respect to the Business, the Toledo Plant or each Other Business: (a) not sold, assignedleased, pledgedtransferred, granted a security interest in, assigned or otherwise transferred or disposed of Encumbered any of the assets used in the Business or each Other Business that, but for any disposition, would constitute Assets or Other Assets, other than sales in the ordinary course of business of finished goods inventory, dispositions of equipment that is obsolete and Permitted Liens; (biii) terminated no Person has accelerated, terminated, modified, or materially amended canceled any contract Indebtedness, contract, lease, sublease, license, or agreement that sublicense (or series of related contracts, leases, subleases, licenses, and sublicenses) involving more than $50,000 to which Seller is material to a party or by which Seller or the Assets is bound, (iv) Seller has not canceled, compromised, waived, or released any Claim (or series of related Claims) either involving more than $50,000 or outside the Ordinary Course of Business, taken as a whole; (cv) suffered Seller has not experienced any material damage, destruction destruction, or other casualty loss (whether or not covered by insurance) to its properties or assets (other than ordinary wear and tear not caused by neglect), and there has been no other condition, circumstance, event or occurrence which would be reasonably likely to have a Material Adverse Effect; (dvi) made any change in its accounting methods or principles applicable to the Business; (e) made any material change in its practices with respect to the manner and timing of payment of trade payables relating to the Business or the collection of receivables relating to the Business; (f) Seller has not entered into any agreement transaction, arrangement or arrangement relating to the Business contract with, or the Toledo Plantdistributed or transferred any property or other assets to, any officer, director, shareholder or other insider or affiliate of Seller, other than with respect to the Excluded Assets, with any Affiliate of such Seller; (g) made any material change salaries and employee benefits and other transactions in the selling, pricing, advertising or promotional practices of the Business inconsistent with prior practice; (h) increased or decreased in any material respects the total number Ordinary Course of Business Employees or increased the compensation, bonuses or benefits payable or to become payable to the Business Employees except for such increases in the ordinary course of business and consistent with past practice; (ivii) sold, assigned, pledged, granted a security interest in, or otherwise transferred or disposed of any of the Windmill Intellectual Property or assets that, but for such disposition, would constitute Windmill Intellectual Property; or (j) Seller has not entered into any agreement other material transaction (exceeding $50,000) outside the Ordinary Course of Business; (viii) Seller has maintained its cash management practices and policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, establishment of reserves and adjustments related to all other working capital assets, accrual of accounts receivable, inventory control, prepayment of expenses, payment of accounts payable, accrual of other expenses, deferral of revenue, and acceptance of customer deposits, in each case in accordance with applicable GAAP and consistent with the Ordinary Course of Business; (ix) Seller has not reduced or increased accounts receivable or accounts payable, or allowed accounts receivable or accounts payable to be reduced or increased, below or above levels consistent with the Ordinary Course of Business; (x) Seller has not reduced inventory or work-in-process levels, or allowed inventory or work-in-process levels to be reduced, below levels consistent with the Ordinary Course of Business, (xi) Seller has maintained, repaired and replaced their respective assets consistent with Ordinary Course of Business operations; (xii) Seller has not made any loans or advances to any Person except ▇▇▇▇▇ cash advances in the Ordinary Course of Business not exceeding $5,000 in the aggregate; (xiii) Seller has not incurred any other liability or obligation or made payments in respect of any liability or obligations, except in the Ordinary Course of Business and; (xiv) Seller has not entered into a binding commitment to do any of the foregoing.

Recent Events. Except as disclosed in SCHEDULE 3.9From and after November 17, from June 30, 2000 to 2015 until the date hereofof this Agreement (the “Pre-Closing Period”), such Seller each of the Acquired Companies has: (and each applicable Subsidiary of Sellera) has conducted the Business conducted by it its business in the ordinary Ordinary Course of Business, in substantially the same manner as heretofore conducted and usual course as proposed to be conducted and has notin compliance with all applicable Laws and the requirements of all material contracts to which it is a party or by which it is bound; provided that, no representation or warranty is being made concerning any Law relating to or controlling the manufacture, sale or possession of CBD. The Acquired Companies make no representation or warranty regarding their ability to comply with FDA tobacco control deeming regulations regarding vape products, if and when adopted; (b) maintained the practices, operations and policies related to its business, including with respect to terms of sale, accounts receivable and accounts payable; (c) used Commercially Reasonable Efforts to preserve intact its business organization, keep available the services of present employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others; (d) not adopted a plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization, merger, consolidation or other reorganization (other than this Agreement); (e) not, other than in the Ordinary Course of Business, the Toledo Plant or each Other Business: (a) sold, assignedlicensed, transferred, pledged, encumbered, granted a security interest in, or otherwise transferred or disposed of any of the assets used in the Business Company IP, or each Other Business thatentered into any material commitment or transaction, but for or done any dispositionact or knowingly omitted to do any act whereby any Company IP would reasonably be expected to become invalidated, would constitute Assets abandoned, unmaintained, unenforceable or Other Assets, other than sales in the ordinary course of business of finished goods inventory, dispositions of equipment that is obsolete and Permitted Liens; (b) terminated or materially amended any contract or agreement that is material dedicated to the Business, taken as a whole; public domain; (cf) suffered not altered any material damage, destruction of its policies or other casualty loss (whether or not covered by insurance), and there has been no other condition, circumstance, event or occurrence which would be reasonably likely to have a Material Adverse Effect; (d) made any change in its accounting methods or principles applicable to the Business; (e) made any material change in its practices with respect to the manner and timing of payment of trade payables relating to the Business accounts payable or other current Liabilities or the collection of receivables relating to the Businessaccounts receivable; (f) entered into any agreement or arrangement relating to the Business or the Toledo Plant, other than with respect to the Excluded Assets, with any Affiliate of such Seller; and (g) made any material change not agreed, in the sellingwriting or otherwise, pricing, advertising or promotional practices of the Business inconsistent with prior practice; (h) increased or decreased in any material respects the total number of Business Employees or increased the compensation, bonuses or benefits payable or to become payable to the Business Employees except for such increases in the ordinary course of business consistent with past practice; (i) sold, assigned, pledged, granted a security interest in, or otherwise transferred or disposed of take any of the Windmill Intellectual Property or assets that, but for such disposition, would constitute Windmill Intellectual Property; or actions described in clauses “(j) entered into any agreement to do any a)” through “(f)” of the foregoingthis sentence.

Recent Events. Except as disclosed in SCHEDULE 3.9set forth on Schedule 5.8, from June 30since December 31, 2000 to the date hereof, such Seller (and each applicable Subsidiary of Seller) has conducted the Business conducted by it in the ordinary and usual course and has not, with respect to the Business, the Toledo Plant or each Other Business2023: (a) soldthe Business has been operated in the ordinary course of business; (b) Seller has used its best efforts to preserve and advance its operations and Business; (c) Seller’s relations with its customers and suppliers have been carried on in a manner designed to preserve Seller’s goodwill; (d) Seller has not (i) engaged in any activity that could reasonably be expected to result in a reduction, assignedtemporary or otherwise, pledgedin the demand for, granted or an increase in the cancellation of products or services sold or offered by Seller following the Closing Date, including sales on terms or at prices outside the ordinary course of business, (ii) accelerated the receipt of accounts receivable or engaged in any other activity with customers that has or could reasonably be expected to have the effect of accelerating to pre-Closing periods sales or accounts receivable that would otherwise be expected to be made or collected in post-Closing periods, (iii) conducted its cash management practices other than in the ordinary course of business (including with respect to collection of accounts receivable, payment of accounts payable and accrued expenses, pricing and credit practices and operation of cash management practices generally), or (iv) conducted its inventory purchasing or management practices other than in the ordinary course of business; (e) there has not been, and no event has occurred or circumstance exists that could reasonably be expected to result in, any Material Adverse Change; and (f) there is not and has not occurred any: (i) increase (or promise of any increase) of any bonuses, salaries, benefits or other compensation to any equityholder, manager, officer, director of Seller or any Service Provider (or the payment thereof); (ii) adoption of, modification of, termination of, or increase in the payments to or benefits under, any Benefit Plan; (iii) capital expenditure (or series of capital expenditures) by Seller involving more than $25,000 or outside the ordinary course of business; (iv) loan to or acquisition of the assets (other than purchases of inventory in the ordinary course of business) or securities of any other Person by Seller; (v) theft, damage, destruction or loss (without regard to any insurance) of or to any material asset of the Business, whether or not covered by insurance (other than through ordinary wear and tear); (vi) entry into, modification of, termination of, or acceleration of: (i) any Indebtedness Contract under which Seller has any Liability, (ii) any Contract or transaction involving a total commitment by or to Seller of at least $25,000, (iii) any transaction or Contract with any Service Provider or director, officer, manager or equityholder of Seller, or (iv) any Material Contract; (vii) sale (other than sales of inventory in the ordinary course of business), lease or other disposition or transfer of any tangible or intangible asset of Seller; (viii) mortgage, pledge, granting of a security interest in, or otherwise transferred or disposed imposition of any Lien on, any Seller asset (tangible or intangible); (ix) cancellation, compromise, waiver or release of any claims or rights involving a value to Seller in excess of $10,000; (i) change in Seller’s Tax reporting or accounting principles, including with respect to depreciation or amortization policies or rates, (ii) settlement or compromise of any Tax liability of Seller, (iii) making, changing or rescinding any Tax election or accounting method of Seller; (iv) filing of an amended Tax Return by Seller; or (v) release of any rights to a Tax refund, or settlement of any claim with respect to a Tax refund, by Seller; (xi) grant of any license or sublicense of any rights under or with respect to any of Intellectual Property Rights of Seller, or disposition of or abandonment of any rights in, to or for the assets used in the Business use of any Intellectual Property Rights of Seller; (xii) entering into of any Contract or each Other Business that, but for any disposition, would constitute Assets or Other Assets, other than sales in transaction outside the ordinary course of business of finished goods inventory, dispositions of equipment that is obsolete and Permitted Liensbusiness; or (bxiii) terminated or materially amended any contract or agreement that is material to the Business, taken as a whole; (c) suffered any material damage, destruction or other casualty loss (whether or not covered by insurance), and there has been no other condition, circumstance, event or occurrence which would be reasonably likely to have a Material Adverse Effect; (d) made any change in its accounting methods or principles applicable to the Business; (e) made any material change in its practices with respect to the manner and timing of payment of trade payables relating to the Business or the collection of receivables relating to the Business; (f) entered into any agreement or arrangement relating to the Business or the Toledo Plant, other than with respect to the Excluded Assets, with any Affiliate of such Seller; (g) made any material change in the selling, pricing, advertising or promotional practices of the Business inconsistent with prior practice; (h) increased or decreased in any material respects the total number of Business Employees or increased the compensation, bonuses or benefits payable or to become payable to the Business Employees except for such increases in the ordinary course of business consistent with past practice; (i) sold, assigned, pledged, granted a security interest innotice of, or otherwise transferred entering into, any Contract, whether oral or disposed of any of the Windmill Intellectual Property or assets thatwritten, but for such disposition, would constitute Windmill Intellectual Property; or (j) entered into any agreement to do any of the foregoing.