Common use of Recent Events Clause in Contracts

Recent Events. Since the Most Recent Fiscal Month End until the Closing Date, there has not been any material adverse change in the business, financial condition, operations or results of operations of the Company. Without limiting the generality of the foregoing, during that period: (i) the Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than at arm’s length or in the Ordinary Course of Business; (ii) the Company has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than US$100,000 or outside the Ordinary Course of Business; (iii) no party (including the Company) has redeemed early, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than US$100,000 to which the Company is a party or by which it is bound; (iv) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible, other than in the Ordinary Course of Business; (v) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than US$100,000 or outside the Ordinary Course of Business; (vi) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than US$100,000 or outside the Ordinary Course of Business; (vii) the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than US$100,000 or outside the Ordinary Course of Business; (viii) the Company has not delayed or postponed the payment of accounts payable and other Liabilities with a value greater than US$100,000 or outside the Ordinary Course of Business; (ix) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than US$100,000 or outside the Ordinary Course of Business; (x) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property, other than at arm’s length or in the Ordinary Course of Business; (xi) except as otherwise contemplated by the Transaction Documents, there has been no change made or authorized in the Foundation Documents of the Company; (xii) the Company has not issued, sold, or otherwise disposed of any of its charter capital, or granted any options, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any participation interest in respect of its charter capital; (xiii) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to any participation interests in respect of its charter capital (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any such participation interest; (xiv) except for customary wear and tear, the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (xv) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees other than in the Ordinary Course of Business; (xvi) the Company has not entered into any employment contract with an annual base salary in excess of US$50,000 or any collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement involving a change of more than US$50,000 or outside the Ordinary Course of Business; (xvii) the Company has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan) involving a change of more than US$50,000 or outside the Ordinary Course of Business; (xix) the Company has not made any other material change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; and (xxi) the Company has not committed to any of the foregoing. If, during the period between the date of this Agreement and the Closing Date, an event occurs or might occur that would result in a breach of one or more warranties set forth in this Section 4.10, then the Seller may disclose such event to the Purchaser; provided, however, that any such disclosure shall not modify any of the warranties given hereunder except to the extent the Purchaser has given its prior written approval to the specific actions of the Company and/or the Seller giving rise to such events and specifically waiving and/or specifically modifying the Purchaser’s rights hereunder. To that end, the Seller shall have the right to submit a written request to the Purchaser, in accordance with Section 10.7, that the Purchaser give its prior written consent to the specific actions of the Company and/or the Seller that will or may result in the breach of a warranty set forth in this Section 4.10 and specifically waive and/or specifically modify the Purchaser’s rights hereunder. In the event and to the extent that the Purchaser shall grant its prior written consent and/or waive and/or modify its rights hereunder pursuant to the Seller’s request, then the Seller and/or the Company, as applicable, may proceed with the specific actions set forth in the written request; provided, however, that the Purchaser shall be deemed to have given its prior consent to such actions if the Purchaser fails to consent or object to such actions within ten (10) Business Days after the Purchaser receives Seller’s written request therefor. In the event that the Purchaser denies the Seller’s request within ten (10) Business Days after its receipt thereof, then the Seller and/or the Company, as applicable, shall not proceed with the specific actions set forth in such request.

Recent Events. Since the Most Recent Fiscal Month End until the Closing DateYear End, there LPT has not been any material adverse change not, other than as set forth in the business, financial condition, operations or results of operations Section 3.2(g) of the Company. Without limiting the generality of the foregoing, during that periodDisclosure Schedule: (i) the Company has not sold, leased, transferred, transferred or assigned any of its assets, tangible or intangible, other than at arm’s length or in the Ordinary Course of Business; (ii) the Company has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than US$100,000 or outside the Ordinary Course of Business; (iii) no party (including the Company) has redeemed early, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than US$100,000 to which the Company is a party or by which it is bound; (iv) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible, other than in the Ordinary Course of Business; (vii) the Company has not made accelerated, terminated, modified, canceled or committed any capital expenditure breach of any Contract (or series of related capital expendituresContracts) either involving more than US$100,000 $50,000 or otherwise outside the Ordinary Course of Business; (viiii) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than US$100,000 or outside the Ordinary Course of Business; (vii) the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than US$100,000 or outside the Ordinary Course of Business; (viii) the Company has not delayed or postponed the payment of accounts payable and other Liabilities with a value greater than US$100,000 or outside the Ordinary Course of Business; (ix) the Company has not cancelledcanceled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than US$100,000 $50,000 or outside the Ordinary Course of Business; (xiv) experienced any damage, destruction, or loss to its property in excess of $50,000 in the Company has aggregate (whether or not granted covered by insurance); (v) created or suffered to exist any license Lien upon any of its assets, tangible or sublicense of any rights under or with respect to any Intellectual Propertyintangible, other than at arm’s length or in outside the Ordinary Course of BusinessBusiness or securing any Liability in excess of $50,000; (xivi) except as otherwise contemplated by the Transaction Documents, there has been no change made or authorized in the Foundation Documents of the Company; (xii) the Company has not issued, sold, or otherwise disposed of any of its charter capital, or granted any options, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any participation interest in respect of its charter capitalEquity Securities; (xiiivii) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to any participation interests in respect of its charter capital Equity Securities (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any such participation interestEquity Securities; (xivviii) except for customary wear and tear, the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (xv) the Company has not made any loan to, or entered into any other transaction transaction, arrangement or contract with, or distributed or transferred any property or other assets to, any manager, officer, director, equityholder or other insider or Affiliate of its directors, officers, and employees LPT (other than salaries and employee benefits in the Ordinary Course of Business); (xviix) the Company has not made or committed to make any capital expenditures or entered into any employment contract with an annual base salary in excess of US$50,000 or any collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement involving a change of more than US$50,000 or other material transaction outside the Ordinary Course of BusinessBusiness or involving an expenditure in excess of $50,000; (xviix) the Company has not entered into, amended or modified in any respect (beyond any amendments and modifications reflected in true and complete copies of such Plans delivered to Buyer) any Plan, or announced or otherwise committed to any such entry, amendment or modification; (xi) entered into any employment agreement or collective bargaining agreement, made any general wage or salary increase or granted any increase in excess of $10,000 in the base compensation salary of any employee of its directorsLPT or paid or committed to pay any bonus to any officer or employee, officersor announced or otherwise committed to any such entry, and employees outside the Ordinary Course of Businessincrease or payment; (xviiixii) changed the Company manner in which the Business has not adoptedbeen conducted, amendedincluding collection of accounts receivable, modified, purchases of raw materials and other Inventory or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit payment of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan) involving a change of more than US$50,000 or outside the Ordinary Course of Businessaccounts payable; (xixxiii) changed the Company has not made accounting principles, methods or practices or any other material change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Businessdepreciation or amortization policies or rates; (xxxiv) changed the Company has not made relationship with any customer or pledged supplier which might reasonably be expected to make any charitable or other capital contribution outside the Ordinary Course of Businessresult in a Material Adverse Effect; andor (xxixv) the Company has not committed (orally or in writing) to any of the foregoing. If, during the period between the date of this Agreement and the Closing Date, an event occurs or might occur that would result in a breach of one or more warranties set forth in this Section 4.10, then the Seller may disclose such event to the Purchaser; provided, however, that any such disclosure shall not modify any of the warranties given hereunder except to the extent the Purchaser has given its prior written approval to the specific actions of the Company and/or the Seller giving rise to such events and specifically waiving and/or specifically modifying the Purchaser’s rights hereunder. To that end, the Seller shall have the right to submit a written request to the Purchaser, in accordance with Section 10.7, that the Purchaser give its prior written consent to the specific actions of the Company and/or the Seller that will or may result in the breach of a warranty set forth in this Section 4.10 and specifically waive and/or specifically modify the Purchaser’s rights hereunder. In the event and to the extent that the Purchaser shall grant its prior written consent and/or waive and/or modify its rights hereunder pursuant to the Seller’s request, then the Seller and/or the Company, as applicable, may proceed with the specific actions set forth in the written request; provided, however, that the Purchaser shall be deemed to have given its prior consent to such actions if the Purchaser fails to consent or object to such actions within ten (10) Business Days after the Purchaser receives Seller’s written request therefor. In the event that the Purchaser denies the Seller’s request within ten (10) Business Days after its receipt thereof, then the Seller and/or the Company, as applicable, shall not proceed with the specific actions set forth in such request.

Recent Events. Since the Most Recent Fiscal Month End until the Closing Control Acquisition Date, there has not been any material adverse change in the business, financial condition, operations or results of operations of the Company. Without limiting the generality of the foregoing, during that period: (i) the Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than at arm’s length or in the Ordinary Course of Business; (ii) the Company has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than US$100,000 or outside the Ordinary Course of Business; (iii) no party (including the Company) has redeemed early, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than US$100,000 to which the Company is a party or by which it is bound; (iv) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible, other than in the Ordinary Course of Business; (v) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than US$100,000 or outside the Ordinary Course of Business; (vi) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than US$100,000 or outside the Ordinary Course of Business; (vii) the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than US$100,000 or outside the Ordinary Course of Business; (viii) the Company has not delayed or postponed the payment of accounts payable and other Liabilities with a value greater than US$100,000 or outside the Ordinary Course of Business; (ix) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than US$100,000 or outside the Ordinary Course of Business; (x) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property, other than at arm’s length or in the Ordinary Course of Business; (xi) except as otherwise contemplated by the Transaction Documents, there has been no change made or authorized in the Foundation Documents of the Company; (xii) the Company has not issued, sold, or otherwise disposed of any of its charter capital, or granted any options, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any participation interest in respect of its charter capital; (xiii) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to any participation interests in respect of its charter capital (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any such participation interest; (xiv) except for customary wear and tear, the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (xv) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees other than in the Ordinary Course of Business; (xvi) the Company has not entered into any employment contract with an annual base salary in excess of US$50,000 or any collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement involving a change of more than US$50,000 or outside the Ordinary Course of Business; (xvii) the Company has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan) involving a change of more than US$50,000 or outside the Ordinary Course of Business; (xix) the Company has not made any other material change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; and (xxi) the Company has not committed to any of the foregoing. If, during the period between the date of this Agreement and the Closing DateControl Acquisition Date , an event occurs or might occur that would result in a breach of one or more warranties set forth in this Section 4.107.10, then the Seller may disclose such event to the Purchaser; provided, however, that any such disclosure shall not modify any of the warranties given hereunder except to the extent the Purchaser has given its prior written approval to the specific actions of the Company and/or the Seller giving rise to such events and specifically waiving and/or specifically modifying the Purchaser’s rights hereunder. To that end, the Seller shall have the right to submit a written request to the Purchaser, in accordance with Section 10.712.7, that the Purchaser give its prior written consent to the specific actions of the Company and/or the Seller that will or may result in the breach of a warranty set forth in this Section 4.10 7.10 and specifically waive and/or specifically modify the Purchaser’s rights hereunder. In the event and to the extent that the Purchaser shall grant its prior written consent and/or waive and/or modify its rights hereunder pursuant to the Seller’s request, then the Seller and/or the Company, as applicable, may proceed with the specific actions set forth in the written request; provided, however, that the Purchaser shall be deemed to have given its prior consent to such actions if the Purchaser fails to consent or object to such actions within ten (10) Business Days after the Purchaser receives Seller’s written request therefor. In the event that the Purchaser denies the Seller’s request within ten (10) Business Days after its receipt thereof, then the Seller and/or the Company, as applicable, shall not proceed with the specific actions set forth in such request.

Recent Events. Since the Most Recent Fiscal Month End until the Closing DateNo Material Adverse Change has occurred since December 31, there has not been any material adverse change in the business, financial condition, operations or results of operations of the Company2011. Without limiting the generality of the foregoing, during that periodsince December 31, 2011, no Acquired Company has: (ia) operated outside of the Company has not sold, leased, transferred, Ordinary Course of Business or assigned engaged in any transaction outside of its assets, tangible or intangible, other than at arm’s length or in the Ordinary Course of Business; (iib) the Company has not entered into sold, leased, transferred or assigned any agreementof its Properties or Assets, contracttangible or intangible, lease, or license (or series outside of related agreements, contracts, leases, and licenses) either involving more than US$100,000 or outside the Ordinary Course of Business; (iiic) no party (including the Company) has redeemed earlyamended, terminatedaccelerated, modified, terminated or cancelled canceled any agreement, contract, lease, or license Company Contract (or series of related agreements, contracts, leases, and licensesCompany Contracts) involving more than US$100,000 to which the $25,000 annually (and no third party has accelerated, terminated or canceled any such Company is a party or by which it is boundContract(s)); (ivd) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible, other than in the Ordinary Course of Business; (v) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than US$100,000 or outside the Ordinary Course of Business; (vi) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than US$100,000 or outside the Ordinary Course of Business; (vii) the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than US$100,000 or outside the Ordinary Course of Business; (viii) the Company has not delayed or postponed the payment of accounts payable and other Liabilities with a value greater than US$100,000 or outside the Ordinary Course of Business; (ix) the Company has not cancelledcanceled, compromised, waived, waived or released any right or claim (or series of related rights and claims) either involving more than US$100,000 $25,000 or outside the Ordinary Course of Business; (xe) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property, other than at arm’s length or in the Ordinary Course of Business; (xi) except as otherwise contemplated by the Transaction Documents, there has been no change made or authorized in the Foundation Documents of the Company; (xii) the Company has not issued, sold, or otherwise disposed of any of its charter capital, or granted any options, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any participation interest in respect of its charter capital; (xiii) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to any participation interests in respect of its charter capital (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any such participation interest; (xiv) except for customary wear and tear, the Company has not experienced any damage, destruction, destruction or loss (whether or not covered by insurance) to its propertyProperties or Assets (other than ordinary wear and tear not caused by neglect) in excess of $25,000 in the aggregate; (xvf) the Company has not made issued, sold or otherwise disposed of any loan toof its limited liability company interests, or granted any options, warrants or other rights to purchase or obtain (including upon conversion or exercise) any of its limited liability company interests; (g) changed any method or principle of accounting; (h) entered into any other transaction transaction, arrangement or contract with, or distributed or transferred any of its directorsproperty or other assets to, officers, and employees any Related Party (other than salaries and employee benefits and other transactions pursuant to any Company Employee Benefit Plan in the Ordinary Course of Business); (xvii) the Company has not entered into any employment contract with an annual base salary in excess of US$50,000 or any collective bargaining agreement, written or oral, amended or modified the terms any Company Employee Benefit Plan in any respect, other than amendments and modifications required to comply with Law and reflected in true and complete copies of any existing such contract or agreement involving a change of more than US$50,000 or outside the Ordinary Course of BusinessCompany Employee Benefit Plans previously provided to Encore; (xviij) increased the Company has not granted any increase in the base compensation salary of any of its directorsofficers or employees by an amount greater than the lesser of $5,000 per year or five percent (5%) of such salary as of December 31, officers, and employees outside the Ordinary Course of Business; (xviii) the Company has not adopted, amended, modified2011, or terminated paid any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of bonus to any of its directorsofficers or employees in an amount greater than the lesser of $5,000 per year or five percent (5%) of such person’s salary as of December 31, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan) involving a change of more than US$50,000 or outside the Ordinary Course of Business;2011; or (xixk) the Company has not made any other material change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; and (xxi) the Company has not committed to any of the foregoing. If, during the period between the date of this Agreement and the Closing Date, an event occurs or might occur that would result in a breach of one or more warranties set forth in this Section 4.10, then the Seller may disclose such event to the Purchaser; provided, however, that any such disclosure shall not modify any of the warranties given hereunder except to the extent the Purchaser has given its prior written approval to the specific actions of the Company and/or the Seller giving rise to such events and specifically waiving and/or specifically modifying the Purchaser’s rights hereunder. To that end, the Seller shall have the right to submit a written request to the Purchaser, in accordance with Section 10.7, that the Purchaser give its prior written consent to the specific actions of the Company and/or the Seller that will or may result in the breach of a warranty set forth in this Section 4.10 and specifically waive and/or specifically modify the Purchaser’s rights hereunder. In the event and to the extent that the Purchaser shall grant its prior written consent and/or waive and/or modify its rights hereunder pursuant to the Seller’s request, then the Seller and/or the Company, as applicable, may proceed with the specific actions set forth in the written request; provided, however, that the Purchaser shall be deemed to have given its prior consent to such actions if the Purchaser fails to consent or object to such actions within ten (10) Business Days after the Purchaser receives Seller’s written request therefor. In the event that the Purchaser denies the Seller’s request within ten (10) Business Days after its receipt thereof, then the Seller and/or the Company, as applicable, shall not proceed with the specific actions set forth in such request.

Recent Events. Since the Most Recent Fiscal Month End until the Closing DateJune 30, 2012, except as set forth on Schedule 4.9, there has not been any material adverse change a Seller Material Adverse Change, no event has occurred or circumstance exists that could reasonably be expected to result in the businessa Seller Material Adverse Change, financial condition, operations or results of operations of the Company. Without limiting the generality of the foregoing, during that periodand there is not and has not occurred any: (ia) the Company has not soldchange in or issuance or sale of any Acquired Company’s authorized or issued Capital Stock; issuance of any security convertible into such Capital Stock; purchase, leasedredemption, transferredretirement, or assigned other acquisition by any Acquired Company of its assets, tangible any shares of such Acquired Company’s Capital Stock; or intangible, declaration or payment of any dividend or other than at armdistribution or payment in respect of shares of such Acquired Company’s length or in the Ordinary Course of BusinessCapital Stock; (iib) the Company has not entered into amendment to any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than US$100,000 or outside the Ordinary Course of BusinessAcquired Company’s Charter Documents; (iiic) no party (including the Company) has redeemed early, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than US$100,000 to which the Company is a party or by which it is bound; (iv) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible, other than in the Ordinary Course of Business; (v) the Company has not made any capital expenditure , increase (or series promise of related capital expendituresany increase) either involving more than US$100,000 or outside the Ordinary Course of Business; (vi) the Company has not made any capital investment inbonuses, any loan tosalaries, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than US$100,000 or outside the Ordinary Course of Business; (vii) the Company has not issued any note, bondbenefits, or other debt security or createdcompensation to any shareholder, incurreddirector, assumedofficer, or guaranteed employee of any indebtedness for borrowed money Acquired Company or capitalized lease obligation involving more than US$100,000 or outside the Ordinary Course of Business; (viii) the entry by any Acquired Company has not delayed or postponed the payment of accounts payable and other Liabilities with a value greater than US$100,000 or outside the Ordinary Course of Business; (ix) the Company has not cancelledinto any employment, compromised, waivedseverance, or released any right or claim (or series of related rights and claims) either involving more than US$100,000 or outside the Ordinary Course of Business; (x) the Company has not granted any license or sublicense of any rights under or similar Contract with respect to any Intellectual Property, other than at arm’s length or in the Ordinary Course of Business; (xi) except as otherwise contemplated by the Transaction Documents, there has been no change made or authorized in the Foundation Documents of the Company; (xii) the Company has not issued, sold, or otherwise disposed of any of its charter capitalsuch Acquired Company’s shareholders, or granted any options, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any participation interest in respect of its charter capital; (xiii) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to any participation interests in respect of its charter capital (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any such participation interest; (xiv) except for customary wear and tear, the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (xv) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees or employees; (d) adoption of, modification of, termination of or increase in the payments to or benefits under, any Company Benefit Plan (as defined herein below); (e) other than in the Ordinary Course of Business, any capital expenditure (or series of capital expenditures) by any Acquired Company involving more than $50,000; (xvif) any loan to or acquisition of the assets or securities of any other Person by any Acquired Company other than in the Ordinary Course of Business of such Acquired Company; (g) any delay or postponement in the payment of any material accounts payable or other material liabilities of any Acquired Company outside the Ordinary Course of Business of such Acquired Company; (h) damage to or destruction or loss of any material asset of any Acquired Company, and not covered by insurance (other than ordinary wear and tear); (i) entry into, modification of, termination of, or acceleration of (i) a Seller Material Contract, or (ii) any transaction, arrangement or Contract with any officer, director, employee or shareholder of any Acquired Company; (j) the Company has not entered into any employment contract with an annual base salary sale (other than sales of Seller Inventory (defined below) in excess the Ordinary Course of US$50,000 or any collective bargaining agreementBusiness of the Acquired Companies), written or orallease, or modified the terms other disposition or transfer of any existing such contract material portion of the Acquired Companies’ tangible or agreement involving a change intangible assets; (k) mortgage, pledge, security interest or imposition of more than US$50,000 any Lien on any of the Acquired Companies’ tangible or intangible assets, except for immaterial Liens that do not individually or in the aggregate exceed $20,000; (l) cancellation, compromise, waiver or release of any material claims or rights (or series of claims or rights) by an Acquired Company or outside the Ordinary Course of BusinessBusiness of such Acquired Company; (xviim) the material change in accounting methods used by any Acquired Company; (n) agreement or transaction by any Acquired Company has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business;Business of such Acquired Company; or (xviiio) the Company has not adoptednotice or agreement, amendedwhether oral or written, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan) involving a change of more than US$50,000 or outside the Ordinary Course of Business; (xix) the Company has not made any other material change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; and (xxi) the Company has not committed to do any of the foregoing. If, during the period between the date of this Agreement and the Closing Date, an event occurs or might occur that would result in a breach of one or more warranties set forth in this Section 4.10, then the Seller may disclose such event to the Purchaser; provided, however, that any such disclosure shall not modify any of the warranties given hereunder except to the extent the Purchaser has given its prior written approval to the specific actions of the Company and/or the Seller giving rise to such events and specifically waiving and/or specifically modifying the Purchaser’s rights hereunder. To that end, the Seller shall have the right to submit a written request to the Purchaser, in accordance with Section 10.7, that the Purchaser give its prior written consent to the specific actions of the Company and/or the Seller that will or may result in the breach of a warranty set forth in this Section 4.10 and specifically waive and/or specifically modify the Purchaser’s rights hereunder. In the event and to the extent that the Purchaser shall grant its prior written consent and/or waive and/or modify its rights hereunder pursuant to the Seller’s request, then the Seller and/or the Company, as applicable, may proceed with the specific actions set forth in the written request; provided, however, that the Purchaser shall be deemed to have given its prior consent to such actions if the Purchaser fails to consent or object to such actions within ten (10) Business Days after the Purchaser receives Seller’s written request therefor. In the event that the Purchaser denies the Seller’s request within ten (10) Business Days after its receipt thereof, then the Seller and/or the Company, as applicable, shall not proceed with the specific actions set forth in such request.

Recent Events. Since the Most Recent Fiscal Month End until the Closing Control Acquisition Date, there has not been any material adverse change in the business, financial condition, operations or results of operations of the Company. Without limiting the generality of the foregoing, during that period: (i) the Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than at arm’s length or in the Ordinary Course of Business; (ii) the Company has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than US$100,000 or outside the Ordinary Course of Business; (iii) no party (including the Company) has redeemed early, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than US$100,000 to which the Company is a party or by which it is bound; (iv) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible, other than in the Ordinary Course of Business; (v) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than US$100,000 or outside the Ordinary Course of Business; (vi) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than US$100,000 or outside the Ordinary Course of Business; (vii) the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than US$100,000 or outside the Ordinary Course of Business; (viii) the Company has not delayed or postponed the payment of accounts payable and other Liabilities with a value greater than US$100,000 or outside the Ordinary Course of Business; (ix) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than US$100,000 or outside the Ordinary Course of Business; (x) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property, other than at arm’s length or in the Ordinary Course of Business; (xi) except as otherwise contemplated by the Transaction Documents, there has been no change made or authorized in the Foundation Documents of the Company; (xii) the Company has not issued, sold, or otherwise disposed of any of its charter capital, or granted any options, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any participation interest in respect of its charter capital; (xiii) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to any participation interests in respect of its charter capital (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any such participation interest; (xiv) except for customary wear and tear, the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (xv) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees other than in the Ordinary Course of Business; (xvi) the Company has not entered into any employment contract with an annual base salary in excess of US$50,000 or any collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement involving a change of more than US$50,000 or outside the Ordinary Course of Business; (xvii) the Company has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan) involving a change of more than US$50,000 or outside the Ordinary Course of Business; (xix) the Company has not made any other material change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; and (xxi) the Company has not committed to any of the foregoing. If, during the period between the date of this Agreement and the Closing DateControl Acquisition Date , an event occurs or might occur that would result in a breach of one or more warranties set forth in this Section 4.108.10, then the Seller may disclose such event to the Purchaser; provided, however, that any such disclosure shall not modify any of the warranties given hereunder except to the extent the Purchaser has given its prior written approval to the specific actions of the Company and/or the Seller giving rise to such events and specifically waiving and/or specifically modifying the Purchaser’s rights hereunder. To that end, the Seller shall have the right to submit a written request to the Purchaser, in accordance with Section 10.713.7, that the Purchaser give its prior written consent to the specific actions of the Company and/or the Seller that will or may result in the breach of a warranty set forth in this Section 4.10 8.10 and specifically waive and/or specifically modify the Purchaser’s rights hereunder. In the event and to the extent that the Purchaser shall grant its prior written consent and/or waive and/or modify its rights hereunder pursuant to the Seller’s request, then the Seller and/or the Company, as applicable, may proceed with the specific actions set forth in the written request; provided, however, that the Purchaser shall be deemed to have given its prior consent to such actions if the Purchaser fails to consent or object to such actions within ten (10) Business Days after the Purchaser receives Seller’s written request therefor. In the event that the Purchaser denies the Seller’s request within ten (10) Business Days after its receipt thereof, then the Seller and/or the Company, as applicable, shall not proceed with the specific actions set forth in such request.

Recent Events. Since the Most Recent Fiscal Month End until the Closing Date, there has not been any material adverse change in the business, financial condition, operations or results of operations of the Company. Without limiting the generality of the foregoing, during that period: (i) the Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than at arm’s length or in the Ordinary Course of Business; (ii) the Company has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than US$100,000 or outside the Ordinary Course of Business; (iii) no party (including the Company) has redeemed early, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than US$100,000 to which the Company is a party or by which it is bound; (iv) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible, other than in the Ordinary Course of Business; (v) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than US$100,000 or outside the Ordinary Course of Business; (vi) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than US$100,000 or outside the Ordinary Course of Business; (vii) the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than US$100,000 or outside the Ordinary Course of Business; (viii) the Company has not delayed or postponed the payment of accounts payable and other Liabilities with a value greater than US$100,000 or outside the Ordinary Course of Business; (ix) the Company has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than US$100,000 or outside the Ordinary Course of Business; (x) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property, other than at arm’s length or in the Ordinary Course of Business; (xi) except as otherwise contemplated by the Transaction Documents, there has been no change made or authorized in the Foundation Documents of the Company; (xii) the Company has not issued, sold, or otherwise disposed of any of its charter capital, or granted any options, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any participation interest in respect of its charter capital; (xiii) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to any participation interests in respect of its charter capital (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any such participation interest; (xiv) except for customary wear and tear, the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property; (xv) the Company has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees other than in the Ordinary Course of Business; (xvi) the Company has not entered into any employment contract with an annual base salary in excess of US$50,000 or any collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement involving a change of more than US$50,000 or outside the Ordinary Course of Business; (xvii) the Company has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) the Company has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan) involving a change of more than US$50,000 or outside the Ordinary Course of Business; (xix) the Company has not made any other material change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; and (xxi) the Company has not committed to any of the foregoing. If, during the period between the date of this Agreement and the Closing Date, an event occurs or might occur that would result in a breach of one or more warranties set forth in this Section 4.10, then the Seller may disclose such event to the Purchaser; provided, however, that any such disclosure shall not modify any of the warranties given hereunder except to the extent the Purchaser has given its prior written approval to the specific actions of the Company Company, DT and/or the Seller giving rise to such events and specifically waiving and/or specifically modifying the Purchaser’s rights hereunder. To that end, the Seller shall have the right to submit a written request to the Purchaser, in accordance with Section 10.7, that the Purchaser give its prior written consent to the specific actions of the Company Company, DT and/or the Seller that will or may result in the breach of a warranty set forth in this Section 4.10 and specifically waive and/or specifically modify the Purchaser’s rights hereunder. In the event and to the extent that the Purchaser shall grant its prior written consent and/or waive and/or modify its rights hereunder pursuant to the Seller’s request, then the Seller Seller, DT and/or the Company, as applicable, may proceed with the specific actions set forth in the written request; provided, however, that the Purchaser shall be deemed to have given its prior consent to such actions if the Purchaser fails to consent or object to such actions within ten (10) Business Days after the Purchaser receives Seller’s written request therefor. In the event that the Purchaser denies the Seller’s request within ten (10) Business Days after its receipt thereof, then the Seller and/or the Company, as applicable, shall not proceed with the specific actions set forth in such request.

Recent Events. Since December 31, 2006, the Most Recent Fiscal Month End until the Closing Date, there Business has not been experienced any material adverse change Material Adverse Change. Except as set forth in the business, financial condition, operations or results of operations Section 3.9 of the Company. Without Disclosure Schedule, without limiting the generality of the foregoing, during that periodsince September 30, 2007: (ia) the no Acquired Company has not operated outside of the Ordinary Course of Business or engaged in any transaction outside of the Ordinary Course of Business (except with respect to this Agreement and the Purchase Transaction); (b) no Acquired Company has sold, leased, transferred, transferred or assigned any of its assetsassets or properties, tangible or intangible, other than at arm’s length or in intangible outside of the Ordinary Course of Business, other than Rig 6 and Rig 8; (iic) the no Acquired Company has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than US$100,000 or outside the Ordinary Course of Business; (iii) no party (including the Company) has redeemed early, terminated, modified, or cancelled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than US$100,000 to which the Company is a party or by which it is bound; (iv) the Company has not imposed any Security Interest upon any of its assets, tangible or intangible, other than in the Ordinary Course of Business; (v) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than US$100,000 or outside the Ordinary Course of Business; (vi) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than US$100,000 or outside the Ordinary Course of Business; (vii) the Company has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than US$100,000 or outside the Ordinary Course of Business; (viii) the Company has not delayed or postponed the payment of accounts payable and other Liabilities with a value greater than US$100,000 or outside the Ordinary Course of Business; (ix) the Company has not cancelledcanceled, compromised, waived, waived or released any right or claim (or series of related rights and claims) either involving more than US$$100,000 or outside the Ordinary Course of Business; (xd) the no Acquired Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property, other than at arm’s length or in the Ordinary Course of Business; (xi) except as otherwise contemplated by the Transaction Documents, there has been no change made or authorized in the Foundation Documents of the Company; (xii) the Company has not issued, sold, or otherwise disposed of any of its charter capital, or granted any options, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any participation interest in respect of its charter capital; (xiii) the Company has not declared, set aside, or paid any dividend or made any distribution with respect to any participation interests in respect of its charter capital (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any such participation interest; (xiv) except for customary wear and tear, the Company has not experienced any damage, destruction, destruction or loss (whether or not covered by insurance) to its propertyassets or properties (other than ordinary wear and tear not caused by neglect) in excess of $100,000 in the aggregate; (xve) the no Acquired Company has not made issued, sold or otherwise disposed of any loan toof its capital stock or limited liability company interests (as applicable), or granted any options, warrants or other rights to purchase or obtain (including upon conversion or exercise) any of its capital stock or limited liability company interests (as applicable); (f) no Acquired Company has entered into any other transaction transaction, arrangement or contract with, or distributed or transferred any of its directorsproperty or other assets to, officersany Related Party, and employees other than salaries and employee benefits and other transactions pursuant to any Company Employee Benefit Plan in the Ordinary Course of Business; (xvig) the no Acquired Company has not entered into amended or modified any employment contract with an annual base Company Employee Benefit Plan in any respect other than (i) any increase in salary or payment of bonus, which are discussed in excess of US$50,000 or any collective bargaining agreement, written or oralclause (h) below, or modified (ii) any amendments and modifications required to comply with Law and reflected in true and complete copies of such Company Employee Benefit Plans delivered to Pioneer to the terms of any existing extent such contract or agreement involving a change of more than US$50,000 or outside the Ordinary Course of BusinessCompany Employee Benefit Plans are in writing; (xviih) no Acquired Company has granted any increase in the salary of any of its employees at the manager level or higher or officers, or paid any bonus to any of such persons, and no Acquired Company has committed to grant any such increase or pay any such bonus; (i) WEH Services LLC has not granted any increase in the base compensation salary of any of its directors, officers, and employees outside who are providing services to the Ordinary Course Business as of Business; (xviii) the Company has not adopted, amended, modified, date of this Agreement or terminated paid any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of bonus to any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan) involving a change of more than US$50,000 or outside the Ordinary Course of Business; (xix) the Company has not made any other material change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Businessemployees; and (xxij) the no Acquired Company has not committed to any of the foregoing. If, during the period between the date of this Agreement and the Closing Date, an event occurs or might occur that would result in a breach of one or more warranties set forth in this Section 4.10, then the Seller may disclose such event to the Purchaser; provided, however, that any such disclosure shall not modify any of the warranties given hereunder except to the extent the Purchaser has given its prior written approval to the specific actions of the Company and/or the Seller giving rise to such events and specifically waiving and/or specifically modifying the Purchaser’s rights hereunder. To that end, the Seller shall have the right to submit a written request to the Purchaser, in accordance with Section 10.7, that the Purchaser give its prior written consent to the specific actions of the Company and/or the Seller that will or may result in the breach of a warranty set forth in this Section 4.10 and specifically waive and/or specifically modify the Purchaser’s rights hereunder. In the event and to the extent that the Purchaser shall grant its prior written consent and/or waive and/or modify its rights hereunder pursuant to the Seller’s request, then the Seller and/or the Company, as applicable, may proceed with the specific actions set forth in the written request; provided, however, that the Purchaser shall be deemed to have given its prior consent to such actions if the Purchaser fails to consent or object to such actions within ten (10) Business Days after the Purchaser receives Seller’s written request therefor. In the event that the Purchaser denies the Seller’s request within ten (10) Business Days after its receipt thereof, then the Seller and/or the Company, as applicable, shall not proceed with the specific actions set forth in such request.

Recent Events. Since Except as set forth on the Most Recent Fiscal Month End until the Closing DateDisclosure Schedule, since December 31, 2005, there has not been any material adverse change in the business, financial condition, operations or results of operations of the Companya Material Adverse Effect. Without limiting the generality of the foregoing, during since that perioddate: (ia) the Company has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than at arm’s length that are material either individually or in the aggregate, to Company’s business, other than in its Ordinary Course of Business; (iib) the Company has not entered into any material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more other than US$100,000 or outside in the Ordinary Course of BusinessBusiness and other than this Agreement and the agreements contemplated hereby; (iiic) no party (including the Company) has redeemed earlyaccelerated, terminated, modifiedmade material modifications to, or cancelled any material agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than US$100,000 to which the Company is a party or by which it is boundbound nor, to the Knowledge of Parent, Company or Stockholder, threatened any of the foregoing actions; (ivd) except for the Permitted Liens, Company has not caused or permitted any Lien to be imposed any Security Interest upon any of its assets, tangible or intangible, other than that are material, either individually or in the Ordinary Course of Businessaggregate, to Company’s business; (ve) the Company has not made any capital expenditure (or series of related capital expenditures) either involving more than US$above $25,000 individually or $100,000 or in the aggregate outside the Ordinary Course of Business; (vif) the Company has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more other than US$100,000 or its Subsidiaries; (g) Company has not, outside the Ordinary Course of Business; (vii) the Company has not , issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than US$100,000 or outside the Ordinary Course of Businessobligation; (viiih) the Company has not delayed or postponed the payment of accounts payable and other Liabilities with a value greater than US$100,000 or liabilities outside the Ordinary Course of Business; (ixi) the Company has not amended, cancelled, compromised, waived, or released any material right or claim (or series of related rights and claims) either involving more than US$100,000 or outside the Ordinary Course of BusinessBusiness and has not accelerated collection of any accounts receivable or delayed payment of any accounts payable in any material respect; (xj) the Company has not granted any license or sublicense of any rights under or with respect to any Intellectual Property, other than at arm’s length or in the Ordinary Course of Business; (xi) except as otherwise contemplated by the Transaction Documents, there has been no change made or authorized in the Foundation Documents Articles of the CompanyIncorporation or bylaws of Company which has not been approved in writing by Purchaser; (xiik) the Company has not issued, sold, exchanged, or otherwise disposed of any of its charter capitalcapital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any participation interest in respect of its charter capitalcapital stock; (xiiil) Except as disclosed in the Financial Statements or as set forth on the Disclosure Schedule, Company has not declared, set aside, or paid any dividend or made any distribution with respect to any participation interests in respect of its charter capital (whether in stock other than cash or in kind) or redeemed, purchased, or otherwise acquired any such participation interestdividends paid to Parent after the date hereof; (xivm) except for customary wear and tear, the Company has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its propertyproperty that is material, either individually or in the aggregate, to Company’s business; (xvn) the Company has not made any loan to, or entered into any other transaction with, any of its directorsRelated Party, officers, and employees other than transactions in the Ordinary Course of BusinessBusiness relating to services, compensation for services or expenses, in each case as officers, directors or employees; (xvio) the Company has not entered into any employment contract with an annual base salary in excess of US$50,000 or any collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement involving a change agreement; (p) Company has not granted any material increase in the compensation of more than US$50,000 any of its directors, officers or outside employees except annual salary and bonus increases in the Ordinary Course of Business; (xviiq) the Company has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) the Company has not adopted, amended, modified, or terminated terminated, in any material respect, any bonus, profit-profit sharing, incentive, severance, employee benefit or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan) involving a change of more than US$50,000 or outside the Ordinary Course of Business); (xixr) Company has not entered into or modified any retention, severance or incentive agreement related to the transactions contemplated by this Agreement; (s) Company has not changed in any material respect any method or principle of accounting except to the extent required by GAAP or as advised by Company’s independent accountant; (t) Company has not made any other material change in employment terms for Tax election that would bind Company after the Closing Date or settled any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) the Company has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Businessmaterial Tax liability; and (xxiu) the Company has not committed to or agreed to undertake any of the foregoing. If, during the period between the date of this Agreement and the Closing Date, an event occurs or might occur that would result in a breach of one or more warranties set forth in this Section 4.10, then the Seller may disclose such event to the Purchaser; provided, however, that any such disclosure shall not modify any of the warranties given hereunder except to the extent the Purchaser has given its prior written approval to the specific actions of the Company and/or the Seller giving rise to such events and specifically waiving and/or specifically modifying the Purchaser’s rights hereunder. To that end, the Seller shall have the right to submit a written request to the Purchaser, in accordance with Section 10.7, that the Purchaser give its prior written consent to the specific actions of the Company and/or the Seller that will or may result in the breach of a warranty set forth in this Section 4.10 and specifically waive and/or specifically modify the Purchaser’s rights hereunder. In the event and to the extent that the Purchaser shall grant its prior written consent and/or waive and/or modify its rights hereunder pursuant to the Seller’s request, then the Seller and/or the Company, as applicable, may proceed with the specific actions set forth in the written request; provided, however, that the Purchaser shall be deemed to have given its prior consent to such actions if the Purchaser fails to consent or object to such actions within ten (10) Business Days after the Purchaser receives Seller’s written request therefor. In the event that the Purchaser denies the Seller’s request within ten (10) Business Days after its receipt thereof, then the Seller and/or the Company, as applicable, shall not proceed with the specific actions set forth in such request.