Common use of Absence of Certain Changes and Events Clause in Contracts

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14, since the date of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements, the Company has conducted its business only in the ordinary course of business consistent with past practices, and there has not been any: (a) change in the Company’s authorized or issued capital stock or the ownership thereof; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; (b) amendment to the Organizational Documents of the Company; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, in the ordinary course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contract; (e) adoption of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (f) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, which has had, or would reasonably be expected to have, a Material Adverse Effect on the Company; (g) sale (other than sales of Inventory in the ordinary course of business), lease, license, distribution or other disposition of any material asset(s) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (h) entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (j) change in any annual accounting period or accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payable; or (n) entry into any Contract, whether oral or written, by the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14in Part 3.15 of the Seller Parties Disclosure Schedule, since the date of Balance Sheet Date through the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial StatementsEffective Date, the Acquired Company has conducted its business only in the ordinary course Ordinary Course of business consistent with past practices, Business and there none of the following actions or events has not been anyoccurred: (a) change any material loss, damage or destruction to, or any material interruption in the Company’s authorized use of, any of the assets of the Acquired Company (whether or issued capital stock not covered by insurance) that has had or the ownership thereof; grant could reasonably be expected to have a Material Adverse Effect; (i) any declaration, accrual, set aside or payment of any stock option dividend or right to purchase any other distribution in respect of any shares of capital stock of the Acquired Company; issuance of , or (ii) any security convertible into such capital stock; grant of any registration rights; purchaserepurchase, redemption, retirement, redemption or other acquisition by the Acquired Company of any shares of any such capital stock; (b) amendment to the Organizational Documents of the Companystock or other securities; (c) acquisition any sale, issuance or grant, or authorization of any stock or business the issuance of, (i) shares or merger other securities of the Acquired Company, (ii) any option, warrant or consolidation with, another Personright to acquire any shares or any other securities of the Acquired Company, or (iii) any action with respect to liquidating, dissolving, recapitalizing, reorganizing instrument convertible into or otherwise winding up exchangeable for shares or other securities of the Acquired Company’s business; (d) payment any amendment or increase by the Company waiver of any bonuses, salaries, or other compensation to of the rights of the Acquired Company under any stockholder, director, officer, or employee (except, with respect to non-executive employees, in the ordinary course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contractshare purchase agreement; (e) adoption any amendment to any Organizational Document of the Acquired Company, any profit sharingmerger, bonusconsolidation, deferred compensationshare exchange, savingsbusiness combination, insurancerecapitalization, pensionreclassification of shares, retirementshare split, reverse share split or other employee benefit plansimilar transaction involving the Acquired Company; (f) damage to or destruction or loss any creation of any asset or property Subsidiary of the Company, whether Acquired Company or not covered acquisition by insurance, which has had, the Acquired Company of any equity interest or would reasonably be expected to have, a Material Adverse Effect on the Companyother interest in any other Person; (g) sale (any capital expenditure by the Acquired Company which, when added to all other than sales capital expenditures made on behalf of Inventory the Acquired Company since the Balance Sheet Date, exceeds €10,000 in the ordinary course of business), lease, license, distribution or other disposition of any material asset(s) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreementaggregate; (h) entry into except in the Ordinary Course of Business, any Contract or other agreement providing for payments action by the Acquired Company to (i) enter into or suffer any of the assets owned or used by it to become bound by any Material Contract (as defined in an aggregate amount exceeding $25,000 that is not terminable by the CompanySection 3.16), without penaltyor (ii) amend or terminate, upon sixty (60) days noticeor waive any material right or remedy under, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practiceany Material Contract; (i) any capital expenditure (i) acquisition, lease or license by the Acquired Company of any material right or other material asset from any other Person, (ii) sale or other disposal or lease or license by the Acquired Company of any material right or other material asset to any other Person, or (iii) waiver or relinquishment by the Acquired Company of any right, except for rights or other assets acquired, leased, licensed or disposed of in excess the Ordinary Course of $25,000Business; (j) change in any annual accounting period write-off as uncollectible, or accounting methods used by establishment of any extraordinary reserve with respect to, any Indebtedness of the Acquired Company; (k) any modification, termination or amendment to a Material Contract or waiver pledge of any right assets of or claim thereundersufferance of any of the assets of the Acquired Company to become subject to any Encumbrance, except for Permitted Encumbrances and pledges of immaterial assets made in the Ordinary Course of Business; (l) loss any (i) loan by the Acquired Company to any Person, or (ii) any incurrence or guarantee of use of any Company Intellectual Property AssetsIndebtedness by the Acquired Company; (m) change any (i) adoption, establishment, entry into or amendment by the Acquired Company of any Pension Scheme or (ii) payment of any bonus or any profit sharing or similar payment to, or material increase in methodsthe amount of the wages, practicessalary, principles commissions, fringe benefits or timing regarding other compensation or remuneration payable to, any of the purchase directors or officers of inventory or the payment or accrual of operating expenses, including accounts payable; orAcquired Company; (n) entry into any Contract, whether oral change of the methods of accounting or written, accounting practices of the Acquired Company in any material respect; (o) any material Tax election by the Company Acquired Company; (p) any commencement or settlement of any Proceeding by the Acquired Company; and (q) any agreement or commitment to do take any of the foregoingactions referred to in clauses (c) through (p) above.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14in Part 3.15 of the Seller Parties Disclosure Schedule, since the date of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial StatementsBalance Sheet Date, the Company has conducted its business only in the ordinary course Ordinary Course of business consistent with past practices, Business and there none of the following actions or events has not been anyoccurred: (a) change any material loss, damage or destruction to, or any material interruption in the Company’s authorized use of, any of the assets of the Company (whether or issued capital stock not covered by insurance) that has had or the ownership thereof; grant could reasonably be expected to have a Material Adverse Effect; (i) any declaration, accrual, set aside or payment of any stock option dividend or right to purchase any other distribution in respect of any shares of capital stock of the Company; issuance of , or (ii) any security convertible into such capital stock; grant of any registration rights; purchaserepurchase, redemption, retirement, redemption or other acquisition by the Company of any shares of any such capital stockstock or other securities; (bc) amendment any sale, issuance or grant, or authorization of the issuance of, (i) shares or other securities of the Company, (ii) any option, warrant or right to acquire any shares or any other securities of the Organizational Documents Company, or (iii) any instrument convertible into or exchangeable for shares or other securities of the Company; (cd) acquisition any amendment or waiver of any stock or business of, or merger or consolidation with, another Person, or of the rights of the Company under any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s businessshare purchase agreement; (de) payment any amendment to any Organizational Document of the Company, any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, share split, reverse share split or increase similar transaction involving the Company; (f) any creation of any Subsidiary of the Company or acquisition by the Company of any bonuses, salaries, equity interest or other compensation to interest in any stockholder, director, officer, or employee (except, with respect to non-executive employees, in the ordinary course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contract; (e) adoption of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (f) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, which has had, or would reasonably be expected to have, a Material Adverse Effect on the CompanyPerson; (g) sale (any capital expenditure by the Company which, when added to all other than sales of Inventory in the ordinary course of business), lease, license, distribution or other disposition of any material asset(s) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance capital expenditures made on any material asset(s) or property behalf of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreementsince the Balance Sheet Date, exceeds €10,000 in the aggregate; (h) entry into except in the Ordinary Course of Business, any Contract or other agreement providing for payments action by the Company to (i) enter into or suffer any of the assets owned or used by it to become bound by any Material Contract (as defined in an aggregate amount exceeding $25,000 that is not terminable by the CompanySection 3.16), without penaltyor (ii) amend or terminate, upon sixty (60) days noticeor waive any material right or remedy under, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practiceany Material Contract; (i) any capital expenditure (i) acquisition, lease or license by the Company of any material right or other material asset from any other Person, (ii) sale or other disposal or lease or license by the Company of any material right or other material asset to any other Person, or (iii) waiver or relinquishment by the Company of any right, except for rights or other assets acquired, leased, licensed or disposed of in excess the Ordinary Course of $25,000Business; (j) change in any annual accounting period write-off as uncollectible, or accounting methods used by establishment of any extraordinary reserve with respect to, any Indebtedness of the Company; (k) any modification, termination or amendment to a Material Contract or waiver pledge of any right assets of or claim thereundersufferance of any of the assets of the Company to become subject to any Encumbrance, except for Permitted Encumbrances and pledges of immaterial assets made in the Ordinary Course of Business; (l) loss of use any (i) loan by the Company to any Person, or (ii) the incurrence or guarantee by the Company of any Company Intellectual Property AssetsIndebtedness by the Company; (m) change any (i) adoption, establishment, entry into or amendment by the Company of any Pension Scheme or (ii) payment of any bonus or any profit sharing or similar payment to, or material increase in methodsthe amount of the wages, practicessalary, principles commissions, fringe benefits or timing regarding other compensation or remuneration payable to, any of the purchase directors or officers of inventory or the payment or accrual of operating expenses, including accounts payable; orCompany; (n) entry into any Contract, whether oral change of the methods of accounting or written, accounting practices of the Company in any material respect; (o) any material Tax election by the Company Company; (p) any commencement or settlement of any Proceeding by the Company; and (q) any agreement or commitment to do take any of the foregoingactions referred to in clauses (c) through (p) above.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14, since Since the date of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial StatementsAudited Company Balance Sheet, the Company has conducted its business only in the ordinary course consistent with past practice and, since such date, there has not occurred: (a) any event, damage, destruction or loss, whether covered by insurance or not, which has had or reasonably is expected to have a Material Adverse Effect on the Company or its assets; (b) any entry by the Company into a commitment or transaction material to the Company, which is not in the ordinary course of business consistent with past practice; (c) any change by the Company in accounting principles, methods or practices, except insofar as may have been required by a change in GAAP; (d) any declaration, payment or setting aside for payment of any dividends or distributions in respect to shares of Company Common Stock, or any redemption, purchase or other acquisition of any shares of Company Common Stock; (e) any cancellation of any debts or waiver or release of any right or claim of the Company individually or in the aggregate material to the Company, whether or not in the ordinary course of business; (f) any revaluations by the Company of any of its assets or liabilities, including without limitation, writing-off notes or accounts receivable; (g) any material increase in the rate or terms of compensation payable or to become payable by the Company to any of its personnel or consultants; any bonus, incentive compensation, service award or other benefit granted, made or accrued, contingently or otherwise, for or to the credit of any Company personnel; employee welfare, pension, retirement, profit-sharing or similar payment or arrangement made or agreed to by the Company for any Company personnel except for contributions in accordance with prior practice made to, and payments made to employees under, plans and arrangements existing on the date of the Audited Company Balance Sheet; (h) any adoption of a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or other reorganization of the Company, other than in connection with the transactions contemplated hereby; (i) any purchase, acquisition or sale by the Company of any assets, other than in the ordinary course of business; (j) any amendment, cancellation or termination of any Material Contract, including, without limitation, license or sub­license, or other instrument to which the Company is a party or to which the Company or any of the assets of the Company is bound; (k) any failure to pay when due any material obligation of the Company; (l) any failure to operate the business of the Company in the ordinary course with an effort to preserve the business intact, to keep available to the Company the services of its personnel, and to preserve for the Company the goodwill of its customers and others having business relations with the Company except for such failures that would not have a Material Adverse Effect on the Company; (m) any commitment to borrow money entered into by the Company, or any loans made or agreed to be made by the Company, involving more than $10,000 individually or $25,000 in the aggregate (other than credit provided by suppliers or manufacturers in the ordinary course of the Company's business consistent with past practices); (n) any liabilities incurred by the Company involv­ing $10,000 or more individually and $25,000 or more in the aggregate, other than liabilities incurred in the ordinary course of business consistent with past practices, and there has not been any:; (ao) change in the Company’s authorized any payment, discharge or issued capital stock or the ownership thereof; grant satisfaction of any stock option material liabilities of the Company or right to purchase shares of any material capital stock expenditure of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemptionother than (i) the payment, retirement, discharge or other acquisition by the Company of any shares of any such capital stock; (b) amendment to the Organizational Documents of the Company; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, satisfaction in the ordinary course of business consistent with past practice) prior prac­tice of liabilities reflected or entry into any new, reserved against in the Audited Financial Statements or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contract; (e) adoption of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (f) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, which has had, or would reasonably be expected to have, a Material Adverse Effect on the Company; (g) sale (other than sales of Inventory incurred in the ordinary course of business)business consistent with prior practice since the date of the Audited Company Balance Sheet, lease, license, distribution and (ii) any capital expenditures involving $10,000 or other disposition of less individually and $25,000 or less in the aggregate; (p) any material asset(s) or property amendment of the Company, 's Articles of Incorporation or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (h) entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (j) change in any annual accounting period or accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payableBylaws; or (nq) entry into any Contract, whether oral or written, agreement by the Company to do any of the foregoingthings described in the preceding clauses (a) through (p) of this Section 4.12, other than as expressly contemplated or provided for in this Agreement.

Absence of Certain Changes and Events. (a) Except as set forth on Schedule 3.14in any of its SEC Reports, since the date of the Interim Financial StatementsDecember 31, and2003, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements, the Company Execute Sports has conducted its business businesses only in the ordinary course of business consistent with past practices, and there has not been any: (ai) change Change in the Company’s Execute Sports' authorized or issued capital stock or the ownership thereofstock; grant of any stock option or right to purchase shares of capital stock of the CompanyExecute Sports; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, retirement or other acquisition by the Company Execute Sports of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; (bii) amendment to the Organizational Documents Execute Sports' certificate of the Companyincorporation, bylaws or other organizational documents; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (diii) payment or increase by the Company Execute Sports of any bonuses, salaries, or other compensation to any stockholderdirector, officer, employee, or stockholder (except to directors, officers, employees, or stockholders in the Ordinary Course of Business) or entry into any employment, severance, or similar Contract with any director, officer, or employee (except, with respect to non-executive employees, in the ordinary course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contractemployee; (eiv) adoption of of, or increase in, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit planplan for or with any employees of Execute Sports; (fv) damage to or destruction damage, destruction, or loss of to any asset or property of the CompanyExecute Sports, whether or not covered by insurance, which has hadaffecting materially and adversely the properties, assets, business, financial condition, or would reasonably be expected to haveprospects of Execute Sports, taken as a Material Adverse Effect on the Companywhole; (gvi) entry into, termination, or receipt of notice of termination of (a) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (b) any Contract or transaction involving a total remaining commitment by Execute Sports of at least $25,000; (vii) sale (other than sales of Inventory inventory in the ordinary course of business), lease, license, distribution or other disposition of any material asset(s) asset or property of the Company, Execute Sports or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance Lien on any material asset(s) asset or property of Execute Sports, including, without limitation, the Company except as noted on Schedule 3.6 sale, lease, or except as explicitly permitted under Section 6.2 or required under other disposition of any other provision intellectual property of this AgreementExecute Sports; (hviii) entry into cancellation or waiver of any Contract claims or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, rights with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure a value to Execute Sports in excess of $25,000; (jix) change conduct of business or entering into any transaction, other than in any annual accounting period or accounting methods used by the Companyordinary course of business of Execute Sports; (kx) any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder;material change in the accounting methods followed by Execute Sports; and (lxi) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payable; or (n) entry into any Contractagreement, whether oral or writtennot in writing, by the Company to do any of the foregoingforegoing by Execute Sports.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14in Part 2.17 of the Disclosure Letter, since the date of the Interim Financial StatementsAugust 31, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements, the Company has conducted its business only in the ordinary course of business consistent with past practices, and 2001 there has not been any: (a) change in the any Acquired Company’s 's authorized or issued capital stock or the ownership thereofstock; grant of any stock option or right to purchase shares of capital stock of the any Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; or purchase, redemption, retirement, or other acquisition by the any Acquired Company of any shares of any such capital stock; (b) amendment to the Organizational Documents of the any Acquired Company; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the any Acquired Company of any bonuses, salaries, or other compensation to any Seller, stockholder, director, officer, or employee (except, with respect to non-executive employees, except in the ordinary course Ordinary Course of business consistent with past practiceBusiness) employee or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar ContractContract with any director, officer, or employee; (d) discharge or satisfaction of any Encumbrance, or payment of any obligation or liability (fixed or contingent) other than liabilities included in the Balance Sheet and current liabilities incurred since the date of the Balance Sheet in the Ordinary Course of Business as reflected on the Closing Balance Sheet; (e) adoption of of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit planplan for or with any employees of any Acquired Company; (f) damage to or destruction or loss of any asset or property of the any Acquired Company, whether or not covered by insurance, which has hadmaterially and adversely affecting the properties, assets, business, financial condition, or would reasonably be expected to have, a Material Adverse Effect on prospects of any of the CompanyAcquired Companies; (g) sale entry into (other than i) any license, sales representative, joint venture, credit, or similar agreement, or (ii) any Applicable Contract outside the Ordinary Course of Inventory in the ordinary course Business; (h) termination of, or receipt of business)notice of termination of (i) any license, sales representative, joint venture, credit, or similar agreement or (ii) any Applicable Contract or transaction involving a total remaining commitment by any Acquired Company of at least $100,000.00; (i) sale, lease, license, distribution or other disposition of any asset of any Acquired Company other than sales of inventory in the Ordinary Course of Business or dispositions of minor items of personal property, the cumulative effect of which is not material asset(s) or property of the to any Acquired Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property asset of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (h) entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Acquired Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (j) change cancellation or waiver of any claims or rights with a value to any Acquired Company in any annual accounting period or accounting methods used by excess of $100,000.00, except for lien releases given in the CompanyOrdinary Course of Business; (k) material change in the accounting methods used by any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder;Acquired Company; or (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payable; or (n) entry into any Contractagreement, whether oral or written, by the any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on in Schedule 3.143.7 of the Disclosure Schedule and except for the transactions contemplated by this Agreement and the Ancillary Agreements, including without limitation the Restructuring Transactions and the execution of the Ancillary Agreements, since the date of the Interim Financial Final Year End Statements, andeach Company and each Company Subsidiary has conducted the Business only in, and has not engaged in any transaction other than according to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements, the Company has conducted its business only in the ordinary and usual course of such business in a manner consistent with its past practicespractice ("Ordinary Course of Business"), and there has not been any: (a) change in the Company’s business, operations, properties, assets, or financial condition of any Company or any Company Subsidiary that, individually or in the aggregate, has had, does have or would reasonably be expected to have a Material Adverse Effect on Companies; (i) change in the authorized or issued capital stock of any Company or the ownership thereofany Company Subsidiary; (ii) grant of any new or amendment of any existing stock option option, warrant, or other right to purchase shares of capital stock of the Companyany Company or any Company Subsidiary; (iii) issuance of any security convertible into such the capital stockstock of any Company or any Company Subsidiary; (iv) grant of any registration rightsrights in respect of the capital stock of any Company or any Company Subsidiary; (v) reclassification, combination, split, subdivision, purchase, redemption, retirement, issuance, sale, or any other acquisition or disposition, directly or indirectly, by the any Company or any Company Subsidiary of any shares of the capital stock of any Company or any Company Subsidiary; (vi) amendment of any material term of any outstanding security of any Company or any Company Subsidiary; (vii) except as permitted by subsection 3.7(n), declaration, setting aside or payment of any dividend (whether in cash, securities or other property) or other distribution or payment in respect of the shares of the capital stock of any Company or any Company Subsidiary except that (x) during the period between the date hereof and prior to the Closing, Liberty Life may, to the extent permitted by applicable Law, declare and pay normal quarterly dividends in an amount not to exceed $5,500,000, or a prorated portion thereof (it being understood that, in the event Liberty Life declares and pays with respect to any given quarter a quarterly dividend in an amount less than $5,500,000, including, without limitation, because of the restrictions imposed on such declarations or payments set forth below in this subsection 3.7(b), Liberty Life shall be permitted to include in any subsequent quarterly dividends the difference between $5,500,000 and the amount of the quarterly dividend actually paid if at the time of the subsequent quarterly dividend such additional amount would be permissible under this subsection) (collectively, the "Regular Dividends") and (y) immediately prior to the Closing, Liberty Life may, to the extent permitted by applicable Law, declare and pay a single special dividend (the "Special Dividend", and together with the Regular Dividends, the "Liberty Life Dividends") in an amount of up to $70,000,000, it being further understood that the Special Dividend shall consist first, of the assets listed on Schedule 3.7(b) of the Disclosure Schedule, including all distributions, dividends and other payments declared with respect to such assets from and after March 31, 2000 (collectively, the "Excluded Assets"), which assets shall be valued in the aggregate, for purposes of this Section 3.7(b), at $16,793,522, and second, cash in the amount of the difference between the total amount permitted to be included in the Special Dividend pursuant to applicable Law and $16,793,522; the parties further agree that (i) the cash component of the Special Dividend may be funded by the sale, to be effectuated concurrently with the Closing, of assets of Liberty Life (the "Asset Sale"), which assets shall be mutually agreed upon by Seller and the Buyer at least 20 days prior to the Closing Date and (ii) that the Regular Dividends may be paid (I) only to the extent that, after giving effect to such payment, the Total Adjusted capital as defined in South Carolina Code ▇▇▇. Section 38-9-310 ("Total Adjusted Capital"), of Liberty Life shall be no less than $157,500,000; (II) only out of current earnings as recorded by Liberty Life in accordance with SAP (but not including in any calculation of current earnings pursuant to this Section 3.7(b), any earnings resulting from any changes in Liberty Life's allocation of its assets other than in the Ordinary Course of Business, it being understood that any such capital stock; change in asset allocation shall be made in good faith and not for the purpose of increasing the permitted Regular Dividend); and (bIII) amendment only to the Organizational Documents extent that Seller in good faith projects (including projected earnings) that the Total Adjusted Capital of Liberty Life, after giving effect to the CompanyRegular Dividend, will be no less than 730 percent of Liberty Life's Authorized Control Level, as defined in South Carolina Code ▇▇▇. Section 38-9-310, for the quarter end prior to the quarter in which the Regular Dividend is declared and paid; or (viii) sale or pledge of any stock or other equity interests owned by any Company in the Company Subsidiaries; (c) amendment or other change in any Company's or Company Subsidiary's Organizational Documents; (i) acquisition or divestiture (including by way of bulk reinsurance, merger, consolidation or acquisition of any stock or business assets) by any Company or any Company Subsidiary of any Person or any division thereof or portion of the assets thereof (other than Company Investment Assets (as defined in Section 3.28 hereof), which are addressed in Subsection 3.7(g)(ii) hereof) that is material to the Companies and the Company Subsidiaries, taken as a whole, it being understood that any reinsurance transaction pursuant to which $2,000,000 or more in annual written premiums are ceded or assumed, or any renewal, extension or modification thereto, shall be considered material for purposes of this subsection; (ii) liquidation, dissolution or winding up of, or merger disposition of a portion of the assets (including by way of bulk reinsurance, whether on an indemnity or consolidation withassumption basis) of, another Person, any Company or any action with respect Company Subsidiary that is material to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by Companies and the Company Subsidiaries, taken as a whole; or (iii) organization of any bonuses, salaries, new Company Subsidiary or other compensation to joint venture by any stockholder, director, officer, Company or employee (except, with respect to non-executive employees, in the ordinary course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar ContractCompany Subsidiary; (e) adoption change in any material respect in the underwriting, investment, actuarial, reserving, financial reporting or accounting practices, principles or policies of any profit sharingCompany or Company Subsidiary, bonusother than as required by a change in Regulation S-X under the Exchange Act, deferred compensationGAAP, savings, insurance, pension, retirement, SAP or other employee benefit planapplicable Law; (f) except for any non-recurring payments by Seller which do not or would not result in any current or future Liability to the Companies, Company Subsidiaries or Buyer and, for such payments made subsequent to the date hereof, of which Buyer has received prior written notice, (i) increase in salary, bonus or other compensation (other than compensation increases not exceeding five (5) percent per annum and otherwise made in the Ordinary Course of Business) of any employee or director of any Company or any Company Subsidiary or of any Transferred Employee; (ii) increase in benefits or increase in severance for the benefit of any employee or director of any Company or any Company Subsidiary or of any Transferred Employee, in each case in excess of $50,000 per annum, or any material waiver or material variation for the benefit of any such Person; (iii) amendments to, or payments or grants of awards that were not made pursuant to the terms, as of the date of this Agreement, of any Benefit Plan existing as of the date hereof, or adoption or execution of any new Benefit Plan (other than any such events in the Ordinary Course of Business); or (iv) establishment or adoption of, or amendment to, any collective bargaining agreement; (i) damage to or destruction or loss of any asset or property property, including the Owned Real Property (as defined in Section 3.13(a) hereof) of the CompanySeller, of any Company or any Company Subsidiary, whether or not covered by insurance, which that has had, does have or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; Companies; (gii) sale (other than sales of Inventory in the ordinary course of business)sale, lease, license, distribution lease or other disposition of any material asset(s) Company Investment Asset of any Company or property of any Company Subsidiary reflected on the Companyrelevant Final Year End Statement, or any waiver, release, transfer or assignment other assets of any right of material value, Company or any Company Subsidiary which are "admitted assets" for purposes of SAP, in each case other than (I) in accordance with Liberty Life's Investment Policy Statement as previously furnished to Buyer, (II) in the Ordinary Course of Business and (III) of aggregate book value of less than $5,000,000; or (iii) mortgage, pledge, pledge or imposition of any lien Lien upon any Company Investment Asset or other Encumbrance on asset of any material asset(s) Company or property of the any Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this AgreementSubsidiary; (h) entry into any payment of, or accrual or commitment for, capital expenditures other than (I) as set forth on Schedule 3.7(h) of the Disclosure Schedule, (II) pursuant to a Contract for the provision of services by Liberty Services or other agreement providing for payments by the Company (III) in an aggregate amount exceeding not in excess of $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice250,000; (i) incurrence of any capital expenditure new, or increase in any existing, indebtedness for borrowed money; (i) cancellation or waiver of any claims or rights with a value to any Company or any Company Subsidiary in excess of $25,000; 1,000,000 or (jii) change settlement or compromise of any Action (as defined in Section 3.8(a) hereof), other than settlement or compromise of Actions in which the amount paid in settlement or compromise, including the cost to each Company and each Company Subsidiary of complying with any annual accounting period provision of such settlement or accounting methods used by compromise other than cash payments, does not exceed $1,000,000 and when the Companysettlement or compromise does not create a precedent for claims, actions or proceedings that are reasonably likely to be material and adverse to the Companies and Company Subsidiaries, taken as a whole; (k) except in the Ordinary Course of Business, change in (i) any modification, termination contract or amendment to a Material Contract or waiver arrangement of any right Company or claim thereunderany Company Subsidiary with any agent, broker, third party administrator, telemarketer, other marketer, vendor, distributor or similar entity ("Producers"), that is material to the Companies and the Company Subsidiaries, taken as a whole; (ii) any relationship with a policyholder, reinsurer or other Person having a business relationship with any Company or any Company Subsidiary that is material to the Companies and the Company Subsidiaries, taken as a whole; or (iii) existing levels of insurance coverage of any Company or any Company Subsidiary or cancellation or termination of any insurance policy naming any Company or any Company Subsidiary as a beneficiary or loss-payable payee that is material to the Companies and the Company Subsidiaries, taken as a whole; (l) loss of use Tax election made or changed, settlement of any Company Intellectual Property Assetsmaterial audit, filing of any amended Tax Returns (as defined in Section 3.9(j) hereof); (m) change other than in methodsthe Ordinary Course of Business, practicesentrance into or amendment, principles renewal or timing regarding extension of, any Contract which would be required to be listed on Schedule 3.14(a) or 3.14(c) of the Disclosure Schedule; (n) other than on an arm's-length basis, amendment of any Intercompany Agreement (as defined in Section 3.14(c) hereof); except as disclosed in or permitted by Section 3.7(b)(vii), payment of any cash or other consideration (including, without limitation, via an intercompany charge) to Seller or any Subsidiary or Related Person (as defined in Section 5.13(d) hereof) of Seller, other than a Company or Company Subsidiary (each, a "Seller Party") for any purpose other than pursuant to an Intercompany Agreement and in the Ordinary Course of Business, except that Liberty Life may make payments to Seller, in the aggregate, of up to $3,963,000 in respect of Taxes (as defined in Section 3.9 hereof) for periods prior to January 1, 1999 (but only to the extent that the payment thereof complies in all respects with all applicable Laws and is permitted under and done in a manner that complies in all respects with GAAP and SAP); other than as set forth above payment of an amount of cash or other consideration (including, without limitation, via intercompany charges) to a Seller Party under any Intercompany Agreement that is computed in accordance with methodology (including, without limitation, unit costs and rates) that is not consistent with such methodology used to compute the payments under such Intercompany Agreement between the date of the Final Year End Statements and the date of this Agreement; or, other than as permitted pursuant to this Section 3.7(n), purchase of inventory assets from, sale of assets to, or the payment entry into any other transaction of any kind with, any Seller Party, by any Company or accrual of operating expensesCompany Subsidiary, including accounts payableother than on an arm's-length basis and involving no more than $250,000; or (no) entry into agreement (whether written or oral and whether express or implied) by any Contract, whether oral Company or written, by the any Company Subsidiary to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14Section 3.8 of the Company Disclosure Schedule, since the date of the Interim Financial StatementsMarch 31, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements2000, the Company has conducted its business only in the ordinary course of business consistent with past practices, and there has not been anynot: (a) change in the Company’s authorized or issued capital stock or the ownership thereof; grant of suffered any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stockMaterial Adverse Change; (b) amendment to the Organizational Documents of the Company; (c) acquisition of suffered any stock or business ofdamage, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, in the ordinary course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contract; (e) adoption of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (f) damage to or destruction or loss of any asset or property of the Companyloss, whether or not covered by insurance, which has hadin an amount in excess of $50,000; (c) granted or agreed to make any increase in the compensation payable or to become payable by the Company to any of its officers or employees, except for normal raises for nonexecutive personnel made in the ordinary course of business that are usual and normal in amount; (d) declared, set aside or would reasonably be expected paid any dividend or made any other distribution on or in respect of the shares of capital stock of the Company or declared or agreed to haveany direct or indirect redemption, a Material Adverse Effect on retirement, purchase or other acquisition by the Company of such shares; (e) issued any shares of capital stock of the Company or any warrants, rights, options or entered into any commitment relating to the shares of capital stock of the Company; (f) made any change in the accounting methods or practices it follows, whether for general financial or tax purposes, or any change in depreciation or amortization policies or rates adopted therein; (g) sale (sold, leased, abandoned or otherwise disposed of any real property or any machinery, equipment or other operating property other than sales of Inventory in the ordinary course of its business), lease, license, distribution or other disposition of any material asset(s) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (h) entry sold, assigned, transferred, licensed or otherwise disposed of any patent, trademark, trade name, brand name, copyright (or pending application for any patent, trademark or copyright), invention, work of authorship, process, know-how, formula or trade secret or interest thereunder or other Proprietary Asset except in the ordinary course of its business; (i) been involved in any dispute involving any employee which may result in a Material Adverse Change; (j) engaged in any activity or entered into any Contract material commitment or other agreement providing transaction (including without limitation any borrowing or capital expenditure); (k) incurred any material liabilities, contingent or otherwise, either matured or unmatured (whether or not required to be reflected in financial statements in accordance with GAAP, and whether due or to become due), except for payments accounts payable or accrued salaries that have been incurred by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Companysince March 31, without penalty2000, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with the Company's past practicepractices; (il) permitted or allowed any of its material property or assets to be subjected to any mortgage, deed of trust, pledge, lien, security interest or other encumbrance of any kind, except those permitted under Section 3.9 hereof, other than any purchase money security interests incurred in the ordinary course of its business; (m) made any capital expenditure or commitment for additions to property, plant or equipment individually in excess of $25,00050,000, or in the aggregate, in excess of $100,000; (jn) change in paid, loaned or advanced any annual accounting period amount to, or accounting methods used by sold, transferred or leased any properties or assets to, or entered into any agreement or arrangement with any of its affiliates within the meaning of the rules and regulations promulgated under the Securities Act of 1933 ("AFFILIATES"), officers, directors or stockholders or, to the Company's knowledge, any Affiliate or associate of any of the foregoing; (o) made any amendment to or terminated any agreement that, if not so amended or terminated, would be material to the business, assets, liabilities, operations or financial performance of the Company; (kp) other than the Bridge Note and Warrant Agreement, entered into any modification, termination or amendment to a Material Contract or waiver agreement in contemplation of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or transactions specified herein other than this Agreement and the payment or accrual of operating expenses, including accounts payableRelated Agreements; or (nq) entry into agreed to take any Contractaction described in this Section 3.8, whether oral outside of the ordinary course of its business or written, by the Company to do that would constitute a breach of any of the foregoingrepresentations or warranties contained in this Agreement.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14listed in Section 3.15 of the Company Disclosure Schedules, since the date of the Interim Financial StatementsDecember 31, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements2022, the Company has and its Subsidiaries have conducted its business their respective businesses only in the ordinary course Ordinary Course of business consistent with past practicesBusiness, and without limiting the foregoing with respect to each, since December 31, 2022, there has not been any: (a) change in the Company’s their authorized or issued capital stock or the ownership thereofstock; grant of any stock option or right to purchase shares of their capital stock of the Companystock; issuance of any security convertible into such capital stockstock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement, retirement or other acquisition by the Company them of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of their capital stock, except as reflected on the Company Financial Statements; (b) amendment to their certificate of incorporation, charter or bylaws or adoption of any resolutions by their board of directors or stockholders with respect to the Organizational Documents of the Companysame; (c) acquisition payment or increase of any stock bonus, salary or business ofother compensation to any of their stockholders, directors, officers or employees, except for normal increases in the Ordinary Course of Business or in accordance with any then-existing Company Benefit Plan, or merger entry into any employment, consulting, non-competition, change in control, severance or consolidation withsimilar Contract with any stockholder, another Persondirector, officer or employee, except for the Contemplated Transactions and except for any action with respect to liquidatingemployment, dissolvingconsulting or similar agreement or arrangement that is terminable at will or upon thirty (30) days’ notice or less, recapitalizing, reorganizing without penalty or otherwise winding up the Company’s businesspremium; (d) payment adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, in the ordinary course of business consistent with past practice) payments to or entry into benefits under, any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar ContractCompany Benefit Plan; (e) adoption of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (f) damage to or destruction or loss of any asset of their assets or property of the Companyproperty, whether or not covered by insuranceinsurance and where the resulting diminution in value individually or in the aggregate is greater than $100,000; (f) entry into, which termination or extension of, or receipt of notice of termination of any joint venture or similar agreement pursuant to any Contract or any similar transaction; (g) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing, lease, Contract or license that has hada term of more than one year or that involves the payment by the Bank of more than $100,000 in the aggregate; (h) Company Loan or commitment to make any Company Loan other than in the Ordinary Course of Business; (i) Company Loan or commitment to make, renew, extend the term or increase the amount of any Company Loan to any Person if such Company Loan or any other Company Loans to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of the Bank, or has been classified by the Bank or any Regulatory Authority as “substandard,” “doubtful,” “loss,” or “other loans specially mentioned” or listed as a “potential problem loan”; (j) incurrence by them of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (k) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any of their assets or properties, or mortgage, pledge or imposition of any lien or other encumbrance upon any of their material assets or properties, except: (i) for Company Permitted Exceptions; or (ii) as otherwise incurred in the Ordinary Course of Business; (l) to the Company’s Knowledge, cancellation or waiver by them of any claims or rights with a value in excess of $100,000; (m) any investment by them of a capital nature (e.g., construction of a structure or an addition to an existing structure on property owned by the Company or any of its Subsidiaries) individually or in the aggregate exceeding $100,000; (n) except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (o) transaction for the borrowing of monies, or any increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (p) material change in any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and Tax planning, accounting or any other material aspect of their business or operations, except for such changes as may be required in the opinion of the management of the Company or its Subsidiaries, as applicable, to respond to then-current market or economic conditions or as may be required by any Regulatory Authorities; (q) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch, or relocation of operations from existing locations; (r) discharge or satisfaction of any material lien or encumbrance on their assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (s) entry into any Contract or agreement, with an amount, individually or in the aggregate in excess of $100,000, to buy, sell, exchange or otherwise deal in any assets or series of assets, including any Contracts relating to investment securities, but excluding (i) OREO, (ii) the pledging of collateral to secure public funds and (iii) entry into any repurchase agreements in the Ordinary Course of Business; (t) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements, or other similar interest rate management agreements; (u) hiring of any employee with an annual salary in excess of $150,000; (v) made or changed any Tax election, filed any amended Tax Return, entered into any closing agreement related to Taxes, settled any Tax claim or assessment, requested or consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment (other than as a result of filing a Tax Return pursuant to a valid extension of time to file entered into in the Ordinary Course of Business), or surrendered any right to claim a Tax refund; (w) agreement, whether oral or written, by it to do any of the foregoing; or (x) event or events that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company; (g) sale (other than sales of Inventory in the ordinary course of business), lease, license, distribution or other disposition of any material asset(s) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (h) entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (j) change in any annual accounting period or accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payable; or (n) entry into any Contract, whether oral or written, by the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14in Part 4.15 of the Parent Disclosure Schedule, since the date of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Company Audited Financial Statements, the Company has Acquired Companies have conducted its business their businesses only in the ordinary course Ordinary Course of business consistent with past practices, Business and there has not been any: (a) change in the Company’s authorized or issued capital stock or the ownership thereof; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; (b) amendment to the Organizational Documents of the Company; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the any Acquired Company of any bonuses, salaries, or other compensation to any stockholdershareholder (other than by way of lawful distribution) or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee (except, with respect to non-executive employees, in the ordinary course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contractemployee; (eb) adoption of, or increase in the payments to or benefits under, any Employee Benefit Plan for or with any employees of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit planAcquired Company; (fc) damage to or destruction or loss of any asset or property of the any Acquired Company, whether or not covered by insurance, which has hadmaterially and adversely affecting the properties, assets, business, financial condition, or would reasonably be expected to haveprospects of the Acquired Companies, taken as a Material Adverse Effect on the Companywhole; (gd) sale entry into, termination of, or receipt of notice of termination of (other than sales of Inventory in the ordinary course of business), lease, i) any license, distribution distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to any Acquired Company of at least US $50,000; (e) other disposition of any material asset(s) asset or property of the Company, any Acquired Company or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) asset or property of any Acquired Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets, which disposition, mortgage, pledge or Encumbrances is reasonably likely to have a material adverse effect on the Acquired Companies, taken as a whole; (f) cancellation or waiver of any claims or rights with a value to any Acquired Company in excess of US $50,000; (g) material change in the accounting methods used by any Acquired Company except as noted on Schedule 3.6 or except as explicitly permitted under otherwise provided in Section 6.2 or required under any other provision 7.7 of this Agreement;; or (h) entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (j) change in any annual accounting period or accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payable; or (n) entry into any Contract, whether oral or written, by the Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14, since Since the date of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial StatementsBalance Sheet, the Company has Acquired Companies have conducted its business their businesses only in the ordinary course Ordinary Course of business consistent with past practicesBusiness, there has not been any Company Material Adverse Effect, no event has occurred or circumstance exists that may result in a Company Material Adverse Effect and there has not been anybeen: (a) change in the Company’s authorized any material loss, damage or issued capital stock or the ownership thereof; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; (b) amendment to the Organizational Documents of the Company; (c) acquisition of any stock or business of, or merger or consolidation with, another Persondestruction to, or any action with respect to liquidatingmaterial interruption in the use of, dissolving, recapitalizing, reorganizing or otherwise winding up any of the Company’s business; (d) payment or increase by the Company assets of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, in the ordinary course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contract; (e) adoption of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (f) damage to or destruction or loss of any asset or property of the Company, Acquired Companies (whether or not covered by insurance, which ) that has had, had or would could reasonably be expected to have, have a Company Material Adverse Effect on the Company; (g) sale (other than sales of Inventory in the ordinary course of business), lease, license, distribution or other disposition of any material asset(s) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (h) entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practiceEffect; (i) any declaration, accrual, set aside or payment of any dividend or any other distribution in respect of any shares of capital stock of any Acquired Company, or (ii) any repurchase, redemption or other acquisition by any Acquired Company of any shares of capital stock or other securities; (c) any sale, issuance or grant, or authorization of the issuance of, (i) any capital stock or other security of any Acquired Company (except for Company Common Stock issued upon the valid exercise of outstanding Company Stock Options), (ii) any option, warrant or right to acquire any capital stock or other security of any Acquired Company (except for Company Stock Options) or (iii) any instrument convertible into or exchangeable for any capital stock or other security of any Acquired Company; (d) any amendment or waiver of any of the rights of any Acquired Company under, or acceleration of vesting under, (i) any provision of any of Company's employee stock option plans, (ii) any provision of any Contract evidencing any outstanding Company Stock Option, (iii) any provision on any Company warrant or (iv) any restricted stock purchase agreement; (e) any amendment to any Governing Document of any of the Acquired Companies or any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction involving any Acquired Company; (f) any receipt by the Acquired Companies of any Acquisition Proposal; (g) any creation of any Subsidiary of an Acquired Company or acquisition by any Acquired Company of any equity or other interest in any other Person; (h) except in the Ordinary Course of Business, any capital expenditure by any Acquired Company which, when added to all other capital expenditures made by or on behalf of the Acquired Companies since the date of the Balance Sheet, exceeds $50,000 in excess the aggregate; (i) except in the Ordinary Course of $25,000Business, any action by the Acquired Companies to (i) enter into, or suffer any of the assets owned or used by it to become bound by, any material Contract, or (ii) amend or terminate, or waive any material right or remedy under, any material Contract; (j) change any (i) acquisition, lease or license by any Acquired Company of any material right or other material asset from any other Person, (ii) sale or other disposal or lease or license by any Acquired Company of any material right or other material asset to any other Person or (iii) waiver or relinquishment by any Acquired Company of any right, except for rights or other assets acquired, leased, licensed or disposed of in any annual accounting period or accounting methods used by the CompanyOrdinary Course of Business and consistent with past practices; (k) any modificationwrite-off as uncollectible of, termination or amendment to a Material Contract or waiver establishment of any right extraordinary reserve with respect to, any account receivable or claim thereunderother indebtedness of an Acquired Company; (l) loss of use any pledge of any assets of, or sufferance of any of the assets of, an Acquired Company Intellectual Property Assetsto become subject to any Encumbrance, except for pledges or sufferances of immaterial assets made in the Ordinary Course of Business and consistent with past practices; (m) other than loans and/or guarantees made between one or more of the Acquired Companies for the benefit of another Acquired Company, any (i) loan by an Acquired Company to any Person, or (ii) incurrence or guarantee by an Acquired Company of any indebtedness for borrowed money; (n) any (i) adoption, establishment, entry into or amendment by an Acquired Company of any stock option plan or (ii) payment of any bonus or any profit sharing or similar payment to, or material increase in the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of the directors, officers or employees of any Acquired Company; (o) any change of the methods of accounting or accounting practices of any Acquired Company in methods, practices, principles any material respect; (p) any material Tax election by any Acquired Company; (q) any commencement or timing regarding the purchase settlement of inventory or the payment or accrual of operating expenses, including accounts payableany Proceeding by any Acquired Company that would have a Company Material Adverse Effect; or (nr) entry into any Contract, whether oral agreement or written, by the Company commitment to do take any of the foregoingactions referred to in clauses (c) through (q) above.

Absence of Certain Changes and Events. (a) Except as set forth on in Schedule 3.143.7 of the Disclosure Schedule, since the date September 30, 1999, there has not occurred any matter, circumstance, event or effect which has had or is reasonably likely to have a Seller Material Adverse Effect. (b) Except as set forth in Schedule 3.7 of the Interim Financial StatementsDisclosure Schedule, andsince December 31, 1998: (1) each of Asset Seller (but solely with respect to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements, the Division) and each Company has conducted its business only in the ordinary course of business business, consistent with past practices, and there has not been any: (a) change in the Company’s authorized or issued capital stock or the ownership thereof; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stockpractice; (b2) amendment to the Organizational Documents of the Company; (c) acquisition of neither Asset Seller nor any stock Company has sold, leased or business otherwise disposed of, or merger or consolidation withincurred any Lien on, another Person, any Intellectual Property or any action with respect other asset material to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Company of any bonuses, salaries, or Business other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, than sales in the ordinary course of business consistent with past practice; (3) neither Seller nor any Company has settled, compromised, waived, released or entry into assigned any newmaterial rights or claims it has under or in respect of any Action, Applicable Contract, Tax matter or insurance policy relating to the Business or the Companies or made any material modification or material amendment of with respect to any existing, employment, consulting, independent contractor, severance, change of control or similar Applicable Contract; (e4) adoption of there has not been any profit sharingchange in the accounting practices, methods or principles used by Asset Seller (but solely with respect to the Division) or any Company; (5) there has not been any material increase in the benefits under, or the establishment, amendment or termination of, any bonus, insurance, severance, deferred compensation, savings, insurance, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit planplan covering any of the employees of the Division or any of the Companies, or any other material increase in the compensation payable or to become payable to, or any other material change in the employment terms for any officer of the Division or any Company or any other employee of the Division or any of the Companies earning in excess of $100,000 per year; (f6) damage there has not been any entry by Asset Seller (with respect to the Division) or destruction any Company into an employment, consulting, severance, termination or loss indemnification agreement with any officer of Asset Seller with respect to the Business or the Division or any asset Company or property any other employee of Asset Seller with respect to the Business or the Division or any of the Company, whether or not covered by insurance, which has had, or would reasonably be expected to have, a Material Adverse Effect on the CompanyCompanies earning in excess of $100,000 per year; (g7) sale neither Asset Seller (with respect to the Division) nor any Company has incurred any material Liabilities, other than sales of Inventory Liabilities incurred in the ordinary course of business), lease, license, distribution or other disposition of any material asset(s) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (h) entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i8) neither Asset Seller (with respect to the Division) nor any capital expenditure Company has entered into any Contract or engaged in any transaction requiring the performance of services or the delivery of goods or materials by or to Asset Seller or any Company for consideration exceeding $1,000,000 in any one year or which is likely to result in the incurrence of Liabilities by Asset Seller (but only with respect to the Division) or any Company in excess of $25,000;1,000,000; and (j9) change in neither Asset Seller (with respect to the Division) nor any annual accounting period or accounting methods used by the Company; (k) Company has entered into any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payable; or (n) entry into any Contract, whether oral or written, by the Company commitment with respect to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.143.01(g), since the date of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year Most Recent Year-End Financial StatementsFinancials Date, the Company Seller’s business, including the Business and the Shared Business, has been conducted its business only in the ordinary course Ordinary Course of business consistent with past practicesBusiness, and there has not been anyor occurred any of the following: (ai) change in any event, occurrence, circumstance or development which has had, or is reasonably likely to have, with or without the Company’s authorized giving of notice or issued capital stock lapse of time or both, a Material Adverse Effect on Seller, the ownership thereof; grant of Business, the Shared Business or any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stockAcquired Assets; (bii) amendment to the Organizational Documents of the Company; (c) acquisition of any stock or business ofdamage, or merger or consolidation withdestruction, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Company of any bonuses, salaries, eminent domain taking or other compensation to any stockholder, director, officer, or employee casualty loss (except, with respect to non-executive employees, in the ordinary course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contract; (e) adoption of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (f) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance) affecting the Business, which has had, the Shared Business or would reasonably be expected to have, a Material Adverse Effect on any of the CompanyAcquired Assets in any material respect; (giii) sale (any sale, lease or other disposition of, or creation or other incurrence of any Encumbrance on, any of the Acquired Assets, other than sales dispositions of Inventory in the ordinary course Ordinary Course of business), lease, license, distribution or other disposition Business of any material asset(s) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this AgreementSeller; (hiv) any amendment, modification, or termination of any Acquired Contract, or entry into any Contract outside of the Ordinary Course of Business of Seller; (v) any cancellation or waiver of any claim or rights related to the Business, the Shared Business, or the Acquired Assets with a value to Seller in excess of Ten Thousand Dollars ($10,000) in the aggregate; (vi) any written, or to the Knowledge of Seller oral, notice from any customer or supplier of the Business or the Shared Business of an intention to discontinue or change the terms or nature of its relationship with Seller; (vii) any material change in any method of accounting (for Tax purposes or otherwise) or accounting practice (including with respect to reserves) with respect to Seller, except for any such change required by reason of a concurrent change in GAAP; (viii) any failure by Seller to pay or perform any of its material obligations (including obligations under any Seller Contract) when and to the extent due other than pursuant to a good faith defense; (ix) any increase or material alteration to the compensation payable or paid by Seller, or alteration in the timing or method of such payments, whether conditionally or otherwise, to any Hired Employee, other than in the Ordinary Course of Business, any receipt by Seller of a notice of resignation by any Hired Employee or other adverse change in the relationship between Seller and any Hired Employee; (x) any change in any of Seller’s credit policies or practices; or (xi) entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (j) change in any annual accounting period or accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payable; or (n) entry into any Contract, whether oral or written, by the Company Seller to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14, since From the date of the Interim Financial Statements, and, ARIAD SWISSCO Balance Sheet to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statementsthis Agreement, the Company has conducted its Acquired Companies have operated their business only in the ordinary course of business consistent with past practices, and there has not been with respect to any Acquired Company any: (a) change in the Company’s authorized or issued capital stock or the ownership thereof; grant of any stock option or right amendment to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stockits Organizational Documents; (b) amendment change in its authorized or issued share capital (or equivalent), declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) in respect of any share capital (or equivalent), or issuance, sale, grant, repurchase or redemption of any shares of its share capital (or equivalent) or any securities convertible, exchangeable or redeemable for, or any options, warrants or other rights to the Organizational Documents of the Companyacquire, any such securities; (c) acquisition incurrence of any stock Indebtedness in amounts in excess of US Dollars 50,000 individually or business ofUS Dollars 500,000 in the aggregate, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up that would be outstanding immediately following the Company’s businessClosing; (d) payment sale, lease, license or transfer of, or Encumbrance on, any material portion of its assets other than in the ordinary course of business; (e) damage to, or destruction or loss of, any of material asset of the Acquired Company not covered by insurance; (f) except as required by Law, adoption of, material amendment to or material increase in the payments to or benefits under, any Company Plan; (g) waiver or release of any material right or claim other than in the ordinary course of business; (h) change in the accounting methods used by the Company Acquired Companies; (i) making or rescission of any bonusesTax election, salariessettlement or compromise of any Tax Liability or amendment of any Tax Return; (j) payment, discharge or satisfaction of any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise of the Acquired Company), other compensation to any stockholderthan payments, director, officer, discharges or employee (except, with respect to non-executive employees, satisfactions in the ordinary course of business consistent with past practice) of Liabilities or entry into any new, or material amendment arising in the ordinary course of any existing, employment, consulting, independent contractor, severance, change business since the date of control or similar Contractthe ARIAD SWISSCO Balance Sheet; (ek) adoption revaluation by the Acquired Company of any profit sharingof its assets (whether tangible or intangible), bonus, deferred compensation, savings, insurance, pension, retirement, including writing down the value of inventory or other employee benefit planwriting off notes or accounts receivable; (fl) damage loan by the Acquired Company to any Person, or destruction or loss purchase by the Acquired Company of any asset or property debt securities of the Companyany Person, whether or not covered by insurance, which has had, or would reasonably be expected except for advances to have, a Material Adverse Effect on the Company; (g) sale (other than sales of Inventory Employees for travel and business expenses in the ordinary course of business), lease, license, distribution or other disposition of any material asset(s) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (h) entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (j) change in any annual accounting period or accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets;; or (m) change agreement in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payable; or (n) entry into writing by any Contract, whether oral or written, by the Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14, since Since the date of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial StatementsCompany’s inception, the Company has conducted its business only in the ordinary course consistent with past practice and, since such date, there has not occurred: (a) any event, damage, destruction or loss, whether covered by insurance or not, which has had or reasonably is expected to have a Material Adverse Effect on the Company or its assets; (b) any entry by the Company into a commitment or transaction material to the Company, which is not in the ordinary course of business consistent with past practice; (c) any change by the Company in accounting principles, methods or practices, except insofar as may have been required by a change in GAAP; (d) any declaration, payment or setting aside for payment of any dividends or distributions in respect to shares of Company Common Stock, or any redemption, purchase or other acquisition of any shares of Company Common Stock; (e) any cancellation of any debts or waiver or release of any right or claim of the Company individually or in the aggregate material to the Company, whether or not in the ordinary course of business; (f) any revaluations by the Company of any of its assets or liabilities, including without limitation, writing-off notes or accounts receivable; (g) any material increase in the rate or terms of compensation payable or to become payable by the Company to any of its personnel or consultants; any bonus, incentive compensation, service award or other benefit granted, made or accrued, contingently or otherwise, for or to the credit of any Company personnel; employee welfare, pension, retirement, profit- sharing or similar payment or arrangement made or agreed to by the Company for any Company personnel except for contributions in accordance with prior practice made to, and payments made to employees under, plans and arrangements existing on the date of the Audited Company Balance Sheet; (h) any adoption of a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or other reorganization of the Company, other than in connection with the transactions contemplated hereby; (i) any purchase, acquisition or sale by the Company of any assets, other than in the ordinary course of business; (j) any amendment, cancellation or termination of any Material Contract, including, without limitation, license or sublicense, or other instrument to which the Company is a party or to which the Company or any of the assets of the Company is bound; (k) any failure to pay when due any material obligation of the Company; (l) any failure to operate the business of the Company in the ordinary course with an effort to preserve the business intact, to keep available to the Company the services of its personnel, and to preserve for the Company the goodwill of its customers and others having business relations with the Company except for such failures that would not have a Material Adverse Effect on the Company; (m) any commitment to borrow money entered into by the Company, or any loans made or agreed to be made by the Company, involving more than $10,000 individually or $25,000 in the aggregate (other than credit provided by suppliers or manufacturers in the ordinary course of the Company’s business consistent with past practices); (n) any liabilities incurred by the Company involving $10,000 or more individually and $25,000 or more in the aggregate, other than liabilities incurred in the ordinary course of business consistent with past practices, and there has not been any:; (ao) change in the Company’s authorized any payment, discharge or issued capital stock or the ownership thereof; grant satisfaction of any stock option material liabilities of the Company or right to purchase shares of any material capital stock expenditure of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemptionother than (i) the payment, retirement, discharge or other acquisition by the Company of any shares of any such capital stock; (b) amendment to the Organizational Documents of the Company; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, satisfaction in the ordinary course of business consistent with past practice) prior practice of liabilities reflected or entry into any new, reserved against in the Financial Statements or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contract; (e) adoption of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (f) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, which has had, or would reasonably be expected to have, a Material Adverse Effect on the Company; (g) sale (other than sales of Inventory incurred in the ordinary course of business)business consistent with prior practice since the Company’s inception, lease, license, distribution and (ii) any capital expenditures involving $10,000 or other disposition of less individually and $25,000 or less in the aggregate; (p) any material asset(s) or property amendment of the Company, ’s Articles of Incorporation or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (h) entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (j) change in any annual accounting period or accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payableBylaws; or (nq) entry into any Contract, whether oral or written, agreement by the Company to do any of the foregoingthings described in the preceding clauses (a) through (p) of this Section 4.10, other than as expressly contemplated or provided for in this Agreement.

Absence of Certain Changes and Events. Except Since December 31, 2002, except as set forth on Schedule 3.143.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 3.15, since the date of the Interim Financial StatementsDecember 31, and2002, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements, the Company and each Subsidiary has conducted its business only in the ordinary course Ordinary Course of business consistent with past practices, Business and there has not been any: (a) change in the Company’s authorized or issued capital stock or the ownership thereof; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; (b) amendment to the Organizational Documents of the Company; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Company or any Subsidiary of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, except in the ordinary course Ordinary Course of business consistent with past practiceBusiness) employee or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar ContractContract with any director, officer, or (except in the Ordinary Course of Business) employee; (eb) adoption of of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit planplan for or with any employees of Company or any Subsidiary; (fc) damage to or destruction or loss of any asset or property of the Companyowned or used by Company or any Subsidiary, whether or not covered by insurance, which has hadmaterially and adversely affecting the properties, assets, business, financial condition, or would reasonably be expected to have, a Material Adverse Effect on the Companyprospects of Company or any Subsidiary; (gd) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, affiliation or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to Company or any Subsidiary of at least $25,000 except in the Ordinary Course of Business; (e) sale (other than sales of Inventory inventory in the ordinary course Ordinary Course of businessBusiness), lease, license, distribution or other disposition of any material asset(s) asset or property of owned or used by the Company, Companies or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) asset or property of the owned or used by Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this AgreementSubsidiary; (hf) entry into cancellation or waiver of any Contract claims or other agreement providing for payments by the rights with a value to Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) or any capital expenditure Subsidiary in excess of $25,000; (jg) material change in any annual accounting period or the accounting methods used by the Company; (k) Company or any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payableSubsidiary; or (nh) entry into any Contractagreement, whether oral or written, by the Company or a Subsidiary to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14in Part 3.16 of the Disclosure Letter, since the date of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial StatementsBalance Sheet, the Company has conducted its business only in the ordinary course Ordinary Course of business consistent with past practices, Business and there has not been any: (a) change in the Company’s 's authorized or issued capital stock or the ownership thereofstock; grant of any stock option or right to purchase shares of capital stock of the Company; grant of any phantom or similar rights which give any Person any interest in any portion of the revenue or earnings of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; (b) amendment to the Organizational Documents of the Company; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, in the ordinary course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar ContractContract with any director, officer, or employee (except in the Ordinary Course of Business and in accordance with the policies set forth in Part 3.16 of the Disclosure Letter or as provided below) ; (d) retirement, resignation, or other termination of the employment of any key employee nor any notice or notification regarding any intended retirement, resignation, or other termination of the employment of any key employee. (e) adoption of of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit planplan for or with any employees of the Company or any announcements, whether formal or informal, as to any of the foregoing; (f) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, which has had, or would reasonably be expected to have, may have a Material Adverse Effect on the Company; (g) entry into, termination of, or receipt of formal or informal notice or advice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to the Company of at least $100,000; (h) sale (other than sales of Inventory inventory in the ordinary course Ordinary Course of businessBusiness), lease, license, distribution or other disposition of any material asset(s) asset or property of the Company, Company or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance encumbrance on any material asset(s) asset or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (h) entry into any Contract Company, including the sale, lease, or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (j) change in any annual accounting period or accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver disposition of any right or claim thereunder; (l) loss of use of any Company the Intellectual Property Assets; (mi) cancellation or waiver of any claims or rights with a value to the Company in excess of $100,000; (j) material change in methods, practices, principles or timing regarding the purchase of inventory or accounting methods used by the payment or accrual of operating expenses, including accounts payableCompany from that reflected on the Financial Statements; or (nk) entry into any Contractagreement, whether oral or writtenwritten and whether formal or informal, by the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on in Schedule 3.143.21, since the date of the Interim Financial StatementsJune 30, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements2006, the Company has conducted its business only in the ordinary course Ordinary Course of business consistent with past practices, Business and there has not been any: (a) change 3.21.1 Change in the Company’s 's authorized or issued capital stock or the ownership thereofstock; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or declaration or payment of any dividend or other acquisition by the Company distribution or payment in respect of any shares of any such capital stock; (b) amendment 3.21.2 Amendment to the Organizational Documents of the Company; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s businessOrganizational Documents; (d) payment or increase by the Company 3.21.3 Payment of any bonuses, bonuses to or any increase in any salaries, wages, benefits or other compensation to of any stockholder, director, officer, employee, agent or employee (except, with respect to non-executive employees, in Representative of the ordinary course of business consistent with past practice) Company or entry into any newemployment or severance agreement or arrangement, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contractother Contract with such Person; (e) adoption of 3.21.4 Adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit planEmployee Benefit Plan; (f) damage 3.21.5 Damage to or destruction or loss of any asset or property of any the Company, whether or not covered by insurance, which has had, or would reasonably be expected to have, a Material Adverse Effect on the Company; (g) sale (other than sales of Inventory in the ordinary course of business), lease, license, distribution or other disposition of any material asset(s) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (h) entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; 3.21.6 Entry into, termination of, or receipt of notice of termination of any Contract or transaction outside the Ordinary Course of Business or which involves a total remaining commitment by or to the Company of at least $25,000; 3.21.7 Sale (j) change other than sales of inventory in the Ordinary Course of Business), license, lease, or other disposition of any asset or property of the Company in excess of $25,000 or imposition of any Encumbrance on any asset or property of the Company; 3.21.8 Cancellation, settlement, or waiver of any claims or rights of or against the Company in excess of $25,000; 3.21.9 Change in any annual accounting period or of the accounting methods or principles used by the Company; (k) 3.21.10 Payment or declaration of any modificationdividends or distributions or other payments to its Shareholders or Affiliates, termination other than normal employment compensation paid in the ordinary course of business; 3.21.11 Material change in the conduct or amendment to nature of any aspect of the Business, whether or not made in the ordinary course of business and whether or not the change had a Material Contract or waiver of any right or claim thereunderAdverse Effect; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payable; or (n) entry into any Contract, whether oral or written, by the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14in Part 3.16 of the Disclosure Letter, since the date of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial StatementsBalance Sheet, the Company has Acquired Companies have conducted its business their businesses only in the ordinary course Ordinary Course of business consistent with past practices, Business and there has not been any: (a) change in the any Acquired Company’s authorized or issued capital stock or the ownership thereofstock; grant of any stock option or right to purchase shares of capital stock of the any Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the any Acquired Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; (b) amendment to the Organizational Documents of the any Acquired Company; (c) acquisition except as indicated in Part 3.20 of any stock or business ofthe Disclosure Letter, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, executive officer, or employee (except, with respect to non-executive employees, except in the ordinary course Ordinary Course of business consistent with past practiceBusiness) employee or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar ContractApplicable Contract with any director, executive officer, or employee; (ed) adoption of of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit planplan for or with any employees of any Acquired Company; (fe) damage to to, or destruction or loss of of, any asset or property of the any Acquired Company, whether or not covered by insurance, which has hadmaterially and adversely affecting the properties, assets, business, financial condition, or would reasonably be expected prospects of the Acquired Companies, taken as a whole; (f) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, borrowing by an Acquired Company, or similar agreement, or (ii) any Applicable Contract or transaction involving a total remaining commitment by or to haveany Acquired Company, a Material Adverse Effect on the Companyof at least $25,000; (g) sale (other than sales of Inventory inventory in the ordinary course Ordinary Course of businessBusiness), lease, license, distribution or other disposition of any material asset(s) asset or property of the Company, any Acquired Company or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) asset or property of any Acquired Company, including the Company except as noted on Schedule 3.6 sale, lease, or except as explicitly permitted under Section 6.2 or required under other disposition of any other provision of this Agreementthe Intellectual Property Assets; (h) entry into cancellation or waiver of any Contract claims or other agreement providing for payments by the rights with a value to any Acquired Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (ji) material change in any annual accounting period or the accounting methods used by the any Acquired Company; (kj) enter into any modification, termination or amendment to derivative instrument in a Material Contract or waiver notional amount in excess of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payable$500,000; or (nk) entry into any Contractagreement, whether oral or written, by the any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14otherwise contemplated by this Agreement, since the date Balance Sheet Date (as defined below): (i) the business of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements, the Company Ninthone has been conducted its business only in the ordinary course and substantially in the manner that such business was heretofore conducted; (ii) Ninthone has not entered into any contract, agreement or other instrument, written or oral, which has resulted or will result in a transfer of business consistent with past practices, and assets; (iii) there has not been any: (a) no material adverse change in the Company’s authorized assets, financial condition, operating results, customer, supplier or issued capital stock employee relations or the ownership thereof; grant liabilities of Ninthone including any stock option material casualty loss or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; (b) amendment damage to the Organizational Documents assets of the Company; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, in the ordinary course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contract; (e) adoption of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (f) damage to or destruction or loss of any asset or property of the CompanyNinthone, whether or not covered by insurance, which has had, or would reasonably be expected to have, a Material Adverse Effect on the Company; (giv) sale (other than sales there has been no split, combination or reclassification of Inventory in the ordinary course capital stock or any securities of business), lease, license, distribution or other disposition of any material asset(s) or property of the CompanyNinthone, or any waiver, release, transfer redemption or assignment other acquisition by Ninthone of any right shares of material value, capital stock or any mortgage, pledge, or imposition securities of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this AgreementNinthone; (hv) entry into there has not been any Contract damage, destruction or other agreement providing for payments by casualty loss materially adversely affecting the Company in an aggregate amount exceeding $25,000 that is not terminable by the Companybusiness, without penalty, upon sixty (60) days notice, with the exception results of agreements for the purchase operations or financial condition of fuel entered into by the Company in the ordinary course of its business and consistent with past practiceNinthone; (vi) there has not been (i) any capital expenditure increase in excess the rate or terms of $25,000compensation payable or to become payable by Ninthone to its directors, officers, managers, employees or commission sales personnel or (ii) any entering by Ninthone into any new employment agreement or any modification of the terms of any existing employment agreement; (jvii) change in except with respect to the agreements set forth on Schedules I and II, there has not been any annual accounting period entry into of any material contract (including, without limitation, any relating to borrowing, capital expenditures or accounting methods used capital financing) by the CompanyNinthone; (kviii) there has not been any modificationchange by Ninthone in accounting methods, termination principles or amendment to a Material Contract or waiver of any right or claim thereunderpractices; (lix) loss of use there has not been any issuance, sale, encumbrance, or gift of any Company Intellectual Property Assetscapital stock or any other security of Ninthone or of any option, security convertible into or right to purchase any such capital stock or security of Ninthone; (mx) change in methodsexcept with respect to the agreements set forth on Schedules I and II, practicesNinthone has not made any material capital expenditures or commitments to make capital expenditures; (xi) Ninthone has not made any disposition or sale of any asset of Ninthone; (xii) except with respect to the agreements set forth on Schedules I and II, principles Ninthone has not mortgaged, granted a security interest in, pledged or timing regarding subjected to Liens any assets of Ninthone; (xiii) except with respect to the purchase agreements set forth on Schedules I and II, Ninthone has not incurred or assumed any indebtedness for borrowed money having a repayment term of inventory or the payment or accrual of operating expensesgreater than one year, including accounts payable; orthe current portion of any such indebtedness, and any other instruments treated as long term debt in accordance with U.S. GAAP; (nxiv) entry Ninthone has not waived, cancelled or released any material right, interest, claim, demand, assessment, judgment, order, decree, action, cause of action, litigation, suit, investigation or other proceeding (collectively, “Claim”) or suffered the lapse or other loss of any such Claim; (xv) Ninthone has not instituted, settled or agreed to settle any action, suit, litigation, claim, investigation, legal, administrative or arbitration proceeding; and (xvi) Ninthone has not authorized, agreed or entered into any Contractcontract, whether oral agreement or writtenother instrument, by the Company written or oral, to do take any of the foregoingtypes of action described in subsections (i) through (xv) above.

Absence of Certain Changes and Events. (a) Except as set forth on Schedule 3.144.8, since the date December 31, 2016, each of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements, the Company Amtrol Companies has conducted its business only in the ordinary course Ordinary Course of business consistent with past practicesBusiness, and there has not been anyat all times has: (ai) change made capital expenditures and expenditures for sales and marketing costs in the Company’s authorized or issued capital stock or the ownership thereof; grant Ordinary Course of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; (b) amendment to the Organizational Documents of the Company; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, in the ordinary course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contract; (e) adoption of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (f) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, which has had, or would reasonably be expected to have, a Material Adverse Effect on the Company; (g) sale (other than sales of Inventory in the ordinary course of business), lease, license, distribution or other disposition of any material asset(s) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (h) entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business Business and consistent with past practice; (ii) maintained in the Ordinary Course of Business its assets, properties and equipment in such general state of repair as is reasonably necessary for the conduct of its business consistent with its then-present needs and past practices; and (iii) maintained its books, accounts and records in accordance with past custom and practice as used in the preparation of the Financial Statements. (b) Except as set forth on Schedule 4.8, since December 31, 2016, none of the Amtrol Companies has: (i) declared, accrued or paid, or made any commitment to make or pay, a dividend or distribution on any outstanding capital expenditure stock; (ii) effected any recapitalization, reclassification or like change in its capital structure; (iii) adopted a plan of complete or partial liquidation or authorized or took steps to implement a dissolution, consolidation, merger, sale of assets, restructuring or other reorganization; (iv) amended its certificate of incorporation, by-laws or equivalent organizational and governing documents; (v) other than in the Ordinary Course of Business and for fair value, acquired any material properties or assets or sold, assigned, licensed, transferred, conveyed, leased or otherwise disposed of any material properties or assets (except for the purpose of disposing of obsolete or worthless assets or to the extent such properties and assets are replaced with like properties and assets of equivalent fair value); (vi) other than in the Ordinary Course of Business, canceled or compromised any material Liability or claim or waived or released any material right or waived, released, compromised or settled any pending or threatened Legal Proceeding; (vii) entered into commitments for capital expenditures totaling in excess of $25,000500,000, other than as contemplated by the Budget attached hereto as Exhibit G; (jviii) entered into, modified or terminated any organized labor agreement or collective bargaining agreement or, through negotiations or otherwise, made any commitment or incurred any Liability to any labor organization; (A) granted any bonuses to or increased the base wage or salary payable to, or any other components of compensation and employee benefits of, any director, executive officer, manager, employee or consultant of such Amtrol Company, other than grants or increases in the Ordinary Course of Business (including increases given for promotions consistent with past practice); (B) except for amounts included in Company Transaction Expenses or in a written employment agreement set forth in the Disclosure Schedule, granted or agreed to provide any retention, severance or termination pay to, or entered into any offer letter, employment, bonus, change of control, severance, consulting or agreement with, or paid any amount not otherwise due to, any director, executive officer, manager, employee or consultant of such Amtrol Company; or (C) established, adopted, entered into, or amended in any material respect any Company Benefit Plan, except renewals of Company Benefit Plans made in the Ordinary Course of Business or amendments required by applicable Law that have no material impact on the applicable Company Benefit Plan(s); (A) hired or offered to hire any new employee with an annual accounting period base salary or accounting methods used by wage in excess of $100,000 or terminated or encouraged any key employee to resign (other than a termination in the Ordinary Course of Business with a sound business purpose) or (B) instituted any general layoff of employees or implemented any early retirement plan or announced the planning of any such action; (xi) loaned any money (which loan remains outstanding) to any director, executive officer, manager or employee of such Amtrol Company; (kxii) entered into or agreed to enter into any modificationmerger or consolidation with any corporation or other entity, termination or amendment acquired the securities, business or material assets (other than in the Ordinary Course of Business) of any other Person; (xiii) other than in the Ordinary Course of Business, entered into or modified any Contract with any Company Securityholder or any Affiliate of any Company Securityholder; (xiv) (A) made or rescinded any election relating to a Material Contract Taxes; (B) settled or compromised any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes; (C) except as required by GAAP, made any change to any of its methods of accounting or methods of reporting income or deductions for Tax or accounting practice or policy; (D) consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment; (E) changed any annual Tax accounting period; (F) obtained any Tax ruling, entered into any closing agreement, or took any affirmative action to surrender any right to claim a Tax refund, offset or claim thereunderother reduction in Tax Liability; or (G) filed any amended Tax Return or filed claims for any Tax refund; (lxv) loss of use of purchased, licensed, sold, leased, abandoned, cancelled, let lapse, failed to renew, failed to continue to prosecute, protect or defend or otherwise disposed of, or granted rights to, any Company other Person with respect to any material Intellectual Property Assetsof such Amtrol Company or any Registered Intellectual Property, other than in the Ordinary Course of Business; (mxvi) change made or forgiven any loans or advances, or made any capital contributions to or investments in, any other Person, except in methods, practices, principles each case for intercompany loans or timing regarding transfers among the purchase Amtrol Companies; (xvii) issued additional Letters of inventory or Credit outside of the payment or accrual Ordinary Course of operating expenses, including accounts payableBusiness; or (nxviii) entry into any Contract, whether oral or written, by the Company agreed to do anything prohibited by this Section 4.8. (c) Since December 31, 2016, there has not been any event, change, development, occurrence, effect or circumstance that has had or, to the Knowledge of the foregoingCompany, would be reasonably expected to result in a Material Adverse Effect. Solely for the purposes of this Section 4.8(c), “Knowledge of the Company” means the actual knowledge of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, without any requirement of due inquiry.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14in Part 3.16 of the Disclosure Letter, since the date of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial StatementsBalance Sheet, the Company has Acquired Companies have conducted its business their businesses only in the ordinary course Ordinary Course of business consistent with past practices, Business and there has not been any: (a) change in the any Acquired Company’s authorized or issued capital stock or the ownership thereofstock; grant of any stock option or right to purchase shares of capital stock of the any Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the any Acquired Company of any shares of any such capital stock; (b) amendment to the Organizational Documents of the any Acquired Company; (c) acquisition except as indicated in Part 3.20 of any stock or business ofthe Disclosure Letter, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the any Acquired Company of any bonuses, salaries, or other compensation to any stockholdershareholder, director, executive officer, or employee (except, with respect to non-executive employees, except in the ordinary course Ordinary Course of business consistent with past practiceBusiness) employee or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar ContractApplicable Contract with any director, executive officer, or employee; (ed) adoption of of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit planplan for or with any employees of any Acquired Company; (fe) damage to to, or destruction or loss of of, any asset or property of the any Acquired Company, whether or not covered by insurance, which has hadmaterially and adversely affecting the properties, assets, business, financial condition, or would reasonably be expected prospects of the Acquired Companies, taken as a whole; (f) entry into, termination of, or receipt of notice of termination of (i) any license, joint venture, borrowing by an Acquired Company, or similar agreement, or (ii) any Applicable Contract or transaction involving a total remaining commitment by or to haveany Acquired Company, a Material Adverse Effect on the Companyof at least $25,000; (g) sale (other than sales of Inventory in the ordinary course of business)sale, lease, license, distribution or other disposition of any material asset(s) asset or property of any Acquired Company (other than with respect to loans sold in the CompanyOrdinary Course of Business) in the aggregate exceeding $25,000, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) asset or property of any Acquired Company, including the Company except as noted on Schedule 3.6 sale, lease, or except as explicitly permitted under Section 6.2 or required under other disposition of any other provision of this Agreementthe Intellectual Property Assets; (h) entry into cancellation or waiver of any Contract claims or other agreement providing for payments by the rights with a value to any Acquired Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (ji) material change in any annual accounting period or the accounting methods used by the any Acquired Company; (kj) entry into any modification, termination or amendment to derivative instrument in a Material Contract or waiver notional amount in excess of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payable$500,000; or (nk) entry into any Contractagreement, whether oral or written, by the any Acquired Company to do any of the foregoingforegoing (other than negotiations with Buyer and its Representatives regarding the Contemplated Transactions).

Absence of Certain Changes and Events. Except as set forth on Schedule 3.143.02(q) of the Disclosure Package, since the date of the Interim Financial StatementsDecember 31, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements2002, the Company Business has been conducted its business only in the ordinary course of business consistent with the past practices, practice and except as contemplated by the transactions described herein there has not been any: (ai) change in the Company’s authorized or issued capital stock or the ownership thereof; payment, grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; (b) amendment to the Organizational Documents of the Company; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Company of any bonuses, salaries, salaries or other compensation to any stockholder, director, officer, consultant or employee (except, with respect to non-executive employees, except in the ordinary course of business consistent with past practice) Employee or UK Employee or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control severance or similar Contractcontract or arrangement with any director, officer, consultant, Employee or UK Employee with respect or relating to the Business; (eii) adoption of of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, retirement or other employee benefit planplan for or with any Employees or UK Employees; (fiii) damage to or destruction or loss of any Purchased Asset or asset or property of used by the UK Company, whether or not covered by insurance, which has hadmaterially and adversely affecting the properties, assets, business, financial condition or would reasonably be expected to haveprospects of the Business, taken as a Material Adverse Effect on the Companywhole; (giv) entry into, termination of or receipt of notice of termination of any license, distributorship, dealer, sales representative, joint venture, credit or similar agreement; (v) sale (other than sales of Inventory inventory in the ordinary course of businessBusiness consistent with past practice), lease, license, distribution lease or other disposition of any material asset(s) Purchased Asset or property of asset used by the Company, UK Company or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, pledge or imposition of any lien or other Encumbrance encumbrance on any material asset(s) Purchased Asset or property asset used by the UK Company, including the sale, lease or other disposition of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this AgreementIntellectual Property; (hvi) entry into cancellation or waiver of any Contract claims or rights, other agreement providing for payments than as relates to the Excluded Assets or Excluded Liabilities, with a value to the Business in excess of One Hundred Fifty Thousand Dollars ($150,000); (vii) material change in the accounting practices used by the UK Company in an aggregate amount exceeding $25,000 that is not terminable by or the CompanyBusiness; (viii) guarantee of any debt for borrowed money, without penaltyborrowing of money or increase of any debt for borrowed money, upon sixty (60) days notice, with the exception of agreements except borrowings and intercompany transfers for the purchase of fuel entered into by the Company working capital from Seller made in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (j) change in any annual accounting period or accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payable; or (nix) entry into any Contractagreement, whether oral or written, by Seller or the UK Company with respect or relating to the Business to do any of the foregoing. Schedule 3.02(q) of the Disclosure Package describes each material pending dispute with any customer or vendor of Seller or the UK Company with respect to the Business where the amount in dispute is in excess of Fifty Thousand Dollars ($50,000) or where the customer or vendor has threatened in writing to terminate the relationship. Since December 31, 2002, as applicable, neither Seller nor the UK Company has received written notice that any material customer or vendor plans to discontinue or materially limit its relationship with respect to the Business.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14From January 1, since 2011 to the date of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statementsthis Agreement, the Company has conducted operated its business only in the ordinary course of business consistent with past practicesbusiness, and except as set forth on Section 3.7 of the Seller Disclosure Schedule, there has not been any: (a) change in the Company’s authorized or issued capital stock shares or the ownership thereofother equity interests; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stockshares; grant of any registration rights; purchase, redemption, retirement, retirement or other acquisition by the Company of any shares shares; or declaration or payment of any such capital stockdividend or other distribution or payment with respect to any Shares; (b) amendment to the Organizational Governing Documents of the Company; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, in the ordinary course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contract; (e) adoption of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (f) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, which has had, having a replacement cost of more than $10,000 for any single loss or would reasonably be expected to have, a Material Adverse Effect on the Company$50,000 for all such losses; (gd) sale (other than sales of Inventory in the ordinary course of business), lease, license, distribution lease or other disposition of any material asset(s) asset or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (he) entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company material change in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (j) change in any annual accounting period or accounting methods used by the Company; (kf) any modificationdeclaration, termination setting aside or amendment to a Material Contract or waiver payment of any right dividend or claim thereunderother distribution in respect of any shares of capital stock of the Company or any repurchase, redemption or other acquisition by the Company of any outstanding shares of capital stock or other securities of, or other ownership interest in, the Company; (lg) loss of use award or payment of any Company Intellectual Property Assetsbonuses to Employees of the Company, or entered into any employment, deferred compensation, severance or similar agreement (nor amended any such agreement) or agreed to increase the compensation payable or to become payable by it to any of the Company’s Employees or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such Employees; (mh) change in methods, practices, principles making or timing regarding the purchase rescinding of inventory any election relating to taxes or the payment settled or accrual of operating expenses, including accounts payable; orcompromised any claim relating to taxes; (ni) entry into any Contract, or modification or extension of any Contract; (j) making of any loans, advances or capital contributions to, or investments in, any Person or paid any fees or expenses to the Seller or any director, officer, partner, stockholder or Affiliate of the Seller; (k) mortgage, pledge or Encumbrance incurred upon any properties or assets of the Company; (l) making of, or commitment to make, any capital expenditures or capital additions or betterments; (m) issuance, creation, assumption, guarantee, endorsement or incurrence of any other liability or responsibility with respect to (whether oral directly, contingently, or writtenotherwise) any Indebtedness; (n) grant of any license or sublicense of any rights under or with respect to any material Intellectual Property; (o) institution or settlement of any proceeding involving amounts in excess of $10,000; or (p) Contract, commitment, arrangement or understanding agreed upon or entered into by the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14in Part 3.16 of the Sorisole Disclosure Letter, since the date of the Interim Financial StatementsSorisole Balance Sheet, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements, the Company Sorisole has conducted its Sorisole's business only in the ordinary course Ordinary Course of business consistent with past practices, Business and there has not been any: (a) change in the Company’s Sorisole's authorized or issued capital stock or the ownership thereofstock; grant of any stock option or right to purchase shares of capital stock of the CompanySorisole; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company Sorisole of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; (b) amendment to the Organizational Documents of the CompanySorisole; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Company Sorisole of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, except in the ordinary course Ordinary Course of business consistent with past practiceBusiness) employee or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar ContractContract with any director, officer, or employee; (ed) adoption of of, or increase in the payments to or benefits pursuant to, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit planplan for or with any employees of Sorisole; (fe) damage to or destruction or loss of any asset or property of the CompanySorisole, whether or not covered by insurance, which has hadmaterially and adversely affecting the properties, assets, business, financial condition, or would reasonably be expected prospects of Sorisole, taken as a whole; (f) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to have, a Material Adverse Effect on the CompanySorisole of at least $10,000.00; (g) sale (other than sales of Inventory inventory in the ordinary course Ordinary Course of businessBusiness), lease, license, distribution or other disposition of any material asset(s) asset or property of the Company, Sorisole or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance encumbrance on any material asset(s) asset or property of Sorisole, including the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (h) entry into any Contract sale, lease, or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (j) change in any annual accounting period or accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver disposition of any right or claim thereunder; (l) loss of use of any Company the Sorisole Intellectual Property Assets; (mh) cancellation or waiver of any claims or rights with a value to Sorisole in excess of $10,000.00; (i) material change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payableaccounting methods used by Sorisole; or (nj) entry into any Contractagreement, whether oral or written, by the Company Sorisole to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on in Schedule 3.145.14, since the date of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial StatementsBalance Sheet, the Subject Company has conducted its business only in the ordinary course Ordinary Course of business consistent with past practices, Business and there has not been any: (a) change in the Company’s authorized or issued capital stock of, or other equity interests in, the ownership thereofSubject Company; grant of any stock option or right to purchase shares of capital stock stock, of or other equity interests in, the Subject Company; issuance of any security convertible into such capital stockstock or other equity interests; grant of any registration rights; purchase, redemption, retirement, retirement or other acquisition by the Subject Company of any shares of any such capital stockstock or other equity interests; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock or other equity interests; (b) amendment to the Organizational Documents of the Subject Company; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Subject Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, officer or employee (except, with respect to non-executive employees, except in the ordinary course Ordinary Course of business consistent with past practiceBusiness) employee or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control severance or similar ContractContract with any director, officer or (except in the Ordinary Course of Business) employee; (ed) adoption of of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, retirement or other employee benefit planplan for or with any employees of the Subject Company; (fe) damage to or destruction or loss of any asset or property of the Subject Company, whether or not covered by insurance, which has had, or that would reasonably be expected to have, have a Material Adverse Effect on the Subject Company; (f) entry into, termination or acceleration of, or receipt of notice of termination of (i) any material license, distributorship, dealer, sales representative, joint venture, credit or similar agreement or (ii) any Contract or transaction involving a Liability by or to the Subject Company of at least $10,000, except those entered into in the Ordinary Course of Business; (g) sale (other than sales of Inventory in the ordinary course Ordinary Course of businessBusiness), lease, license, distribution lease or other disposition of any material asset(s) asset or property of the Company, Subject Company or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, pledge or imposition of any lien or other Encumbrance on any material asset(s) asset or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (h) entry into any Contract Subject Company, including the sale, lease or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (j) change in any annual accounting period or accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver disposition of any right or claim thereunder; (l) loss of use of any Company the Intellectual Property Assets; (h) delay or failure to repay when due any obligation, including without limitation, accounts payable and accrued expenses, except non-material obligations in the Ordinary Course of Business; (i) accrual of any expenses except for such accruals in the Ordinary Course of Business; (j) capital expenditures in excess of $10,000; (k) cancellation or waiver of any claims or rights with a value to the Subject Company in excess of $10,000; (l) any payment, discharge or satisfaction of any Liability by the Subject Company, other than the payment, discharge or satisfaction of Liabilities, in the Ordinary Course of Business; (m) incurrence of or increase in, any material Liability, except in the Ordinary Course of Business, or any deferred payment of or failure to pay when due, any material Liability; (n) material change in methodsthe accounting methods used by the Subject Company; (o) material disagreement or dispute with any key employee of the Subject Company with respect to compensation, practicesequity ownership, principles duties or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payableauthority; or (np) entry into any Contractagreement, whether oral or written, by the Subject Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14in Section 3.13 of the Disclosure Letter, since the date of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statementsits inception, the Company has conducted its business only in the ordinary course Ordinary Course of business consistent with past practices, Business and there has not been any: (a) change in the Company’s 's authorized or issued capital stock or the ownership thereofunits; grant of any stock option or right to purchase shares of capital stock units of the Company; issuance of any security convertible into such capital stockunits or membership interests; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares units or membership interests of the Company; or declaration or payment of any such capital stockdividend or other distribution or payment in respect of units; (b) amendment to the Organizational Documents of the Company; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, member, manager, or employee (except, with respect to non-executive employees, in the ordinary course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar ContractContract with any of the foregoing; (e) adoption of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (fd) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, which has hadmaterially and adversely affecting the properties, assets, business, financial condition, or would reasonably be expected to have, a Material Adverse Effect on prospects of the Company, taken as a whole; (ge) sale except the Gas Contract (other than sales of Inventory as defined in the ordinary course Burlington Purchase Agreement) that was terminated in connection with the termination of business)the Trust, or as disclosed in Section 3.13(e) of the Disclosure Letter, entry into of any Contract or transaction that continues after the Closing or, termination of, or receipt of notice of termination of any Contract or transaction which would have continued after the Closing, but for such termination; (f) sale, lease, license, distribution or other disposition of any material asset(s) asset or property of the Company, Company or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance encumbrance on any material asset(s) asset or property of the Company Company; (g) except as noted on Schedule 3.6 to the extent canceled or except as explicitly permitted under Section 6.2 waived in connection with the closing of the transactions described in the Burlington Purchase Agreement and in connection with the termination of the Trust, cancellation or required under waiver of any other provision of this Agreementclaims or rights which would otherwise continue after the Closing; (h) entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company material change in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (j) change in any annual accounting period or accounting methods used by the Company; (ki) any modification, termination or amendment election not to a Material Contract or waiver of participate in any right or claim thereunder; (l) loss of use of any Company Intellectual Property operation proposed to be conducted with respect to the Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payable; or (nj) entry into any Contractagreement, whether oral or written, by the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14in Part 3.16 of the Disclosure Letter, since the date of the Interim Financial StatementsBalance Sheet, andas of June 30, to the extent not fully reflected 1999 as audited in the Interim Financial Statements, since the date of the Year End Financial Statementsaccordance with GAAP consistently applied, the Company has Acquired Companies have conducted its business their businesses only in the ordinary course Ordinary Course of business consistent with past practices, Business and there has not been any: (a) change in the any Acquired Company’s 's authorized or issued capital stock or the ownership thereofstock; grant of any stock option or right to purchase shares of capital stock of the any Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the any Acquired Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; (b) amendment to the Organizational Documents of the any Acquired Company; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, except in the ordinary course Ordinary Course of business consistent with past practiceBusiness) employee or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar ContractContract with any director, officer, or employee; (ed) adoption of of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit planplan for or with any employees of any Acquired Company; (fe) damage to or destruction or loss of any asset or property of the any Acquired Company, whether or not covered by insurance, which has hadmaterially and adversely affecting the properties, assets, business, financial condition, or would reasonably be expected prospects of the Acquired Companies, taken as a whole; (f) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to have, a Material Adverse Effect on the Companyany Acquired Company of at least $1,000; (g) sale (other than sales of Inventory inventory in the ordinary course Ordinary Course of businessBusiness), lease, license, distribution or other disposition of any material asset(s) asset or property of the Company, any Acquired Company or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance encumbrance on any material asset(s) asset or property of any Acquired Company, including the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (h) entry into any Contract sale, lease, or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (j) change in any annual accounting period or accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver disposition of any right or claim thereunder; (l) loss of use of any Company the Intellectual Property Assets; (mh) cancellation or waiver of any claims or rights with a value to any Acquired Company in excess of $1,000; (i) material change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payableaccounting methods used by any Acquired Company; or (nj) entry into any Contractagreement, whether oral or written, by the any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on in Schedule 3.142.1(i) hereto, to the best of the knowledge and belief of the Company and the Selling Shareholders, since the date of the Interim Unaudited Financial Statements, and, to the extent Statements there has not fully reflected been: (i) Any material adverse change in the Interim Financial Statementsfinancial condition, since the date results of operation, assets, liabilities or prospects of the Year End Financial StatementsCompany or the Business, or any occurrence, circumstance, or combination thereof which reasonably could be expected to result in any such material adverse change; (ii) Any transaction relating to or involving the Company, the Business, the assets of the Company has conducted or the Selling Shareholders which was entered into or carried out by the Company or the Selling Shareholders other than in the ordinary and usual course of business; (iii) Any change by the Company in its business only accounting or tax practices or procedures; (iv) Any incurrence of any liability, other than liabilities incurred in the ordinary course of business consistent with past practices, and there has not been any:; (av) change in the Company’s authorized Any sale, lease, or issued capital stock disposition of, or any agreement to sell, lease, or dispose of any of its properties (whether leased or owned), or the ownership thereof; grant of any stock option or right to purchase shares of capital stock assets of the Company; issuance , other than sales, leases, or dispositions of goods, materials, or equipment in the usual and ordinary course of business and consistent with prior practice; (vi) Any event permitting any of the assets or the properties of the Company (whether leased or owned) to be subjected to any pledge, encumbrance, security interest, lien, charge, or claim of any security convertible into such capital stock; grant of kind whatsoever (direct or indirect) (collectively, "liens"); (vii) Any increase in compensation or any registration rights; purchaseadoption of, redemptionor increase in, any bonus, incentive compensation, pension, profit sharing, retirement, insurance, medical reimbursement or other acquisition by employee benefit plan, payment or arrangement to, for, or with any employee of the Company of any shares of any such capital stockCompany, other than certain bonuses paid to the Selling Shareholders and disclosed in writing to the Purchaser; (bviii) amendment Any payment or distribution of any bonus to, or cancellation of indebtedness owing from, or incurring of any liability relating to any employees, consultants, directors, officers, or agents, or any persons related thereto, other than certain bonuses paid to the Organizational Documents Selling Shareholders; (ix) Any notice (written or unwritten) from any employee of the Company that such employee has terminated, or intends to terminate, such employee's employment with the Company; (x) Any adverse relationship or condition with Suppliers (as defined in Section 2.1(q)(i) hereof), vendors, or Customers (as defined in Section 2.1(ae) hereof) that may have an adverse effect on the Company, the Business, or the assets of the Company; (cxi) acquisition Any event, including, without limitation, shortage of materials or supplies, fire, explosion, accident, requisition or taking of property by any stock governmental agency, flood, drought, earthquake, or business other natural event, riot, act of God or a public enemy, or damage, destruction, or other casualty, whether covered by insurance or not, which has had an adverse effect on the Company, the properties (whether leased or owned), the Business, or the assets of the Company or any such event which could be expected to have an adverse effect on the Company, the properties (whether leased or owned), the Business, or the assets of the Company; (xii) Any modification, waiver, change, amendment, release, rescission, accord and satisfaction, or termination of, or merger or consolidation withwith respect to, another Personany term, condition, or provision of any action contract, agreement, license, or other instrument to which the Company or the Selling Shareholders are a party and relating to or affecting the Business or the assets of the Company other than any satisfaction by performance in accordance with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s businessterms thereof in the usual and ordinary course of business and consistent with prior practice; (dxiii) payment Any discharge or increase by the Company satisfaction of any bonusesLien or payment of any liabilities, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, than in the ordinary course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contractbusiness; (exiv) adoption Any waiver of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (f) damage to or destruction or loss rights of any asset or property of substantial value by the Company, whether or not covered by insurance, which has had, or would reasonably be expected to have, a Material Adverse Effect other than waivers having no material adverse effect on the Company; (gxv) sale Any issuance of equity securities of the Company or any issuance of warrants, calls, options or other rights calling for the issuance, sale, or delivery of the Company's equity securities; (xvi) Any declaration of any dividend or any distribution of any shares of its capital stock, or redemption, purchase, or other acquisition of any shares of its capital stock or any grant of an option, warrant, or other right to purchase or acquire any such shares; (xvii) Any amendment, or agreement to amend, the Company's Articles of Incorporation or Bylaws, or any merger or consolidation with, or any agreement to merge or consolidate with, any other corporation, partnership, limited liability company or any other entity; (xviii) Any reduction, or agreement to reduce, the cash or short-term investments of the Company, other than sales of Inventory to meet cash needs arising in the ordinary course of business), lease, license, distribution or other disposition of any material asset(s) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (hxix) entry into Any work interruptions, labor grievances or claims filed, proposed law or regulation or any Contract event of any character, materially adversely affecting the Business or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception future prospects of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (j) change in any annual accounting period or accounting methods used by the Company; (kxx) any modification, termination or amendment to a Material Contract or waiver Any revaluation by the Company of any right or claim thereunderof its assets; (lxxi) loss of use Any loan by the Company to any person or entity, or any guaranty by the Company of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payableloan; or (nxxii) entry into any Contract, whether oral or written, by To the best knowledge of the Company and the Selling Shareholders, any other event or condition of any character which materially adversely affects, or reasonably may be expected to do any so affect, the assets of the foregoingCompany, the Business, or the properties (whether leased or owned) of the Company.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14in Part 3.13 of the Disclosure Statement or as otherwise provided in this Agreement or required by applicable Legal Requirements or Mexican Legal Requirements, the Cinemex Companies have conducted their businesses only in the Ordinary Course of Business and there has not been: (a) since the date of the Interim Financial StatementsBalance Sheet, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements, the Company has conducted its business only in the ordinary course of business consistent with past practices, and there has not been any: (a) any change in the any Cinemex Company’s authorized or issued capital stock or the ownership thereofstock; grant of any stock option or right to purchase shares of capital stock of the any Cinemex Company; issuance of any security convertible into such capital stock; grant or declaration or payment of any registration rights; purchase, redemption, retirement, dividend or other acquisition by the Company distribution or payment in respect of any shares of any such capital stock; (b) since the date of the Balance Sheet, any amendment to the Organizational Documents of the any Cinemex Company; (c) acquisition of since December 31, 2007, any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the any Cinemex Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, officer or employee (exceptexcept for payment at the rates in effect on the date of the Balance Sheet, with respect to non-executive employees, or except in the ordinary course Ordinary Course of business consistent with past practice) Business), or entry into any newemployment, severance or similar Contract with any director, officer or employee; (d) since December 31, 2007, any adoption of, or material amendment of increase in the payments to or benefits under, any existing, employment, consulting, independent contractor, severance, change of control or similar ContractPlan; (e) adoption since the date of the Balance Sheet, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (f) damage to or destruction or loss of any asset or property of the any Cinemex Company, whether or not covered by insurance, which has hadwould, individually or would in the aggregate, reasonably be expected to have, result in a Material Adverse Effect Change; (f) since the date of the Balance Sheet, any entry into, termination of, or receipt of written notice of termination of, (i) any license, sales representative, joint venture, credit or lease agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to any Cinemex Company of at least $5’000,000 pesos (excluding film Contracts, screen advertising Contracts having a duration of less than one year, internet provider Contracts and, solely in the case of the entering into of Contracts, the other Contracts disclosed on Part 3.14(a) of the CompanyDisclosure Statement); (g) since the date of the Balance Sheet, any sale (other than sales of Inventory inventory in the ordinary course Ordinary Course of businessBusiness and sales or other dispositions of equipment deemed obsolete or no longer necessary to the business of any Cinemex Company), leaselease or other disposition of any asset or property having a value of more than $5’000,000 pesos of any Cinemex Company or mortgage, licensepledge or imposition of any Encumbrance on any asset or property having a value of more than $5’000,000 pesos of any Cinemex Company, distribution including the sale, lease or other disposition of any material asset(s) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreementintellectual property; (h) entry into since December 31, 2007, any Contract cancellation or other agreement providing for payments by the waiver of any claims or rights with, to Sellers’ Knowledge, a value to any Cinemex Company in an aggregate amount exceeding excess of $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice;5’000,000 pesos; or (i) since December 31, 2007, any capital expenditure in excess of $25,000; (j) change in any annual accounting period or the accounting methods used by the any Cinemex Company; (k) any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payable; or (n) entry into any Contract, whether oral or written, except as required by the Company to do any of the foregoingMexican NIF.

Absence of Certain Changes and Events. Except as contemplated or expressly permitted by this Agreement and except as set forth on Schedule 3.143.1(f) or disclosed in any filing with the Securities Exchange and Commission prior to the date hereof, since the date March 31, 2001, there has not been (i) any material damage, destruction or loss of any kind with respect to any of the Interim Financial StatementsAssigned Assets, andnor has there been any event or circumstance which has had or reasonably could be expected to have a material adverse effect on the financial condition or business operations of such Assignor; (ii) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to the extent not fully reflected in the Interim Financial Statements, since the date any of the Year End Financial StatementsAssignors' outstanding capital stock; (iii) any cancellation or compromise of any debt or claim, the Company has conducted its business only or waiver or release of any right, except in the ordinary course of business consistent with past practices; (iv) any sale, and there has not been any: assignment, lease or disposition of assets of any of the Assignors (a) change or a commitment to do any of the foregoing), except in the Company’s authorized case of obsolete equipment or issued in connection with the acquisition of replacement property that has substantially the same value and utility; (v) any Lien created or assumed upon the Assigned Assets (other than Permitted Liens); (vi) any capital stock expenditures, or commitments to make such capital expenditures, in excess of $100,000 (in the ownership thereofaggregate); grant (vii) the execution of any stock option or right to purchase shares of capital stock of the Company; issuance of agreement with any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; (b) amendment to the Organizational Documents of the Company; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, employee or employee (exceptindependent contractor of any of the Assignors providing for his/her employment, with respect or any increase in compensation or severance or termination of benefits payable or to non-executive employeesbecome payable by an Assignor to such director, officer, employee, or independent contractor, or any increase in benefits under any collective bargaining agreement or other Employee Benefit Plan of any of the Assignors, except in the ordinary course of business consistent with past practicepractices; (viii) any distributions to its stockholders in respect of its Capital Stock or entry into loans to any newPerson; or (ix) any transaction with any Affiliate required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act of 1933, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contract; (e) adoption of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (f) damage to or destruction or loss of any asset or property of as amended. Since March 31. 2001 such Assignor has not conducted the Company, whether or not covered by insurance, which has had, or would reasonably be expected to have, a Material Adverse Effect on the Company; (g) sale (Business other than sales of Inventory in the ordinary course of business)course, leaseconsistent with such Assignor's past practice. Since March 31, license2001, distribution or other disposition of there has not been any material asset(s) adverse change in the Business or property the financial condition or results of operations of the CompanyBusiness. Since December 31, or 2000, there has not been any waiver, release, transfer or assignment of change by any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (h) entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure Subsidiaries in excess of $25,000; (j) change in any annual their financial or tax accounting period principles or accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practicesexcept insofar as required by GAAP, principles applicable law or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payable; or (n) entry into any Contract, whether oral or written, by the Company to do any circumstances which did not exist as of the foregoingdate of the December 31, 2000 audited financial statements.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14, since Since the date of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial StatementsBalance Sheet ------------------------------------- Date, the Company has conducted its business operations only in the ordinary course Ordinary Course of business consistent with past practices, Business and there has not not, except in the Ordinary Course of Business, been any: (a) change in the Company’s authorized or issued capital stock or of the ownership thereofCompany; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; issuance or sale of any securities of any class; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; (b) amendment to the Organizational Documents of the Company; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase not in the Ordinary Course of Business by the Company or its subsidiaries of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee employee; (except, with respect to non-executive employees, in the ordinary course of business consistent with past practiced) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contract; (e) material Contract with any director, officer, or employee, or the adoption of of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (f) damage to plan for or destruction or loss with any employees of any asset or property of the Company, whether or not covered by insurance, which has had, or would reasonably be expected to have, a Material Adverse Effect on the Company; (ge) sale (other than sales of Inventory material change in the ordinary course of business), lease, license, distribution or other disposition of any material asset(s) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (h) entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (j) change in any annual accounting period or accounting methods or principles used by the Company; (kf) any modificationmoney borrowed or bonds, termination debentures, notes or amendment to a Material Contract or waiver other corporate securities of any right class issued or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expensessold, including accounts payablewithout limitation, those evidencing borrowed money, or payments prepaid or accelerated under any of the foregoing, or payments made in respect thereof other than in accordance with regularly scheduled payments; or (ng) entry into any Contractagreement, whether oral or written, by the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14in Section 3.16 of the Seller Disclosure Letter or as otherwise permitted by this Agreement, since the date of the Interim Financial StatementsJanuary 31, and2005, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements, the Company each Seller has conducted its business the Business only in the ordinary course of business the Business consistent with past practices, practices or reasonable future expectations and there has not been any: (a) change payment (except in the Company’s authorized ordinary course of the Business consistent with past practices) or issued capital stock or the ownership thereof; grant increase by any Seller of any stock option bonuses, salaries or right other compensation to purchase shares of capital stock any employee of the Company; issuance Business or entry into any employment, severance or similar Seller Contract with any employee of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stockBusiness; (b) amendment material damage, destruction, theft or loss affecting the Assets, except to the Organizational Documents of the Companyextent that any Asset damaged, destroyed, stolen or lost has been replaced or repaired; (c) acquisition entry into, termination of or receipt of notice of termination of (i) any stock license, distributorship, dealer, sales representative, joint venture, credit or business ofsimilar Seller Contract to which any Seller is a party used in the operation of the Business or Assets other than in the ordinary course of business, or merger or consolidation with, another Person, or (ii) any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up Seller Contract described in Section 3.17(a) other than in the Company’s ordinary course of business; (d) payment sale, lease or increase by the Company other disposition of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, in the ordinary course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contract; (e) adoption of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (f) damage to or destruction or loss of any asset Asset or property of any Seller (including the Company, whether Business Intellectual Property Assets) or not covered by insurance, which has had, or would reasonably be expected to have, a Material Adverse Effect on the Company; (g) sale creation of any Encumbrance (other than sales of Inventory a Permitted Encumbrance) on any Asset, in each case other than in the ordinary course of business), lease, license, distribution ; (e) cancellation or other disposition waiver of any material asset(sclaims or rights relating to the Business or the Assets having an aggregate value in excess of $100,000; (f) notification by any significant customer or property supplier of the CompanyBusiness of an intention to discontinue or materially change the terms of its relationship with the Business; (g) material change in the accounting methods used by any Seller, which relates to the Business or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement;Assets; or (h) entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (j) change in any annual accounting period or accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payable; or (n) entry into any Contract, whether oral or written, by the Company Seller to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14in Attachment 3.16 to this Agreement, since the date of the Interim Financial StatementsJanuary 1, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements2008, the Company has Acquired Companies have conducted its business only their businesses in the ordinary course of business a manner consistent with past practicespractices and that does not materially and adversely affect the properties, assets, business, financial condition of the Acquired Companies, and there has not been any: (a) change in the Company’s authorized declaration or issued capital stock or the ownership thereof; grant payment of any stock option dividend or right to purchase other distribution or payment in respect of shares of capital stock of the any Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; (b) amendment to the Organizational Documents of the Company; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, in the ordinary course of business not consistent with past practice) practices except for amounts accrued and reflected in the Financial Statements or entry into any new, or material amendment execution of any existing, employment, consulting, independent contractor, severance, change of control or similar ContractContract with any director, officer, or employee; (ec) adoption of of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, retirement or other employee benefit planplan for or with any employees of any Acquired Company not consistent with past practices; (fd) damage to or destruction or loss of any material asset or property of the any Acquired Company, whether or not covered by insurance, which has hadmaterially and adversely affecting the properties, assets, business, financial condition or would reasonably be expected to haveprospects of the Acquired Companies, taken as a Material Adverse Effect on the Companywhole; (ge) sale any agreement or arrangement made between or among any Acquired Company and any of the SELLERS; (other than sales of Inventory in the ordinary course of business)f) sale, lease, license, distribution or other disposition of any material asset(s) asset or property of the Company, any Acquired Company or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance encumbrance on any material asset(s) asset or property of any Acquired Company not consistent with past practices; (g) cancellation or waiver of any claims or rights with a value to any Acquired Company outside the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision ordinary course of this Agreementbusiness consistent with past practices; (h) entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company material change in the ordinary course of its business and consistent with past practice;accounting methods used by any Acquired Company; or (i) any capital expenditure in excess of $25,000; (j) change in any annual accounting period or accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payable; or (n) entry into any Contractagreement, whether oral or written, by the any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on in Schedule 3.143.16 hereof or called for under the terms of this Agreement, since from January 1, 2003 through the date of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial StatementsClosing Date, the Company has Companies have conducted its business their Business only in the ordinary course Ordinary Course of business consistent with past practices, Business and there has not been any: (a) change in the Company’s Companies' authorized or issued capital stock or the ownership thereofmembership interests, as applicable; grant of any stock option option, warrant or right to purchase shares of capital stock or membership interests, as applicable, of the CompanyCompanies; issuance of any security or instrument convertible into or exchangeable for such capital stockstock or membership interests, as applicable; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any of the Company Companies of any shares of any such capital stockstock or membership interests, as applicable; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock or membership interests, as applicable; (b) amendment to the Organizational Documents of any of the CompanyCompanies; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Company Companies of any bonuses, salaries, or other compensation to any stockholderdirector, officer or Employee of the Company, or entry into any employment, severance, or similar Contract between either of the Companies and any director, officer, agent, independent contractor or employee (exceptEmployee, with respect to non-executive employees, except as set forth in the ordinary course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contract2003 Budget; (ed) except in the Ordinary Course of Business or as otherwise set forth in the 2003 Budget, adoption of of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit planEmployee Benefit Plan for or with any Employees of the Companies; (fe) uninsured damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, Companies which has hadmaterially and adversely affected the properties, assets, business, financial condition, or would reasonably be expected prospects of any one of the Companies, taken as a whole; (f) except in the Ordinary Course of Business, entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to have, a Material Adverse Effect on the Companyeither Company of at least $50,000; (g) sale (other than sales of Inventory except in the ordinary course Ordinary Course of business)Business, sale, lease, license, distribution or other disposition of any material asset(s) asset or property of the CompanyCompanies, or any waiver, release, transfer mortgage or assignment pledge of any right asset or property of material value, or any mortgage, pledgethe Companies, or imposition of any lien or other Encumbrance encumbrance on any material asset(s) asset or property of the Company Companies (except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (h) entry into any Contract for Permitted Encumbrances), including the sale, lease, or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (j) change in any annual accounting period or accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver disposition of any right or claim thereunder; (l) loss of use of any Company the Intellectual Property Assets; (mh) except in the Ordinary Course of Business, cancellation or waiver of any Claims or rights with a value to the Companies in excess of $50,000; (i) material change in methods, practices, principles or timing regarding the purchase of inventory or accounting methods used by the payment or accrual of operating expenses, including accounts payableCompanies; or (nj) entry into any Contract, whether oral or written, by the Company any of Companies or IESG to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14Since the Reference Balance Sheet Date, since the date of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements, the Company has conducted its business only in the ordinary course of business consistent with past practices, and there has not been anyany Company Material Adverse Effect. Since the Reference Balance Sheet Date, (i) the Company and its Subsidiaries have conducted their business in the Ordinary Course of Business, and (ii) except as set forth in Section 3.18 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has: (a) change granted any increase in the Company’s authorized or issued capital stock or the ownership thereof; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirementbase compensation of, or paid any bonuses or other acquisition by compensation to, any of its officers and employees outside the Company Ordinary Course of any shares of any such capital stockBusiness; (b) amendment to adopted, amended, or increased the Organizational Documents payments or benefits under, any Employee Benefit Plan outside of the CompanyOrdinary Course of Business; (c) acquisition acquired assets outside of the Ordinary Course of Business, including acquired any stock business, whether by merger, consolidation, the purchase of a substantial portion of the assets or equity interests of such business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s businessotherwise; (d) payment sold, leased, or increase by the Company otherwise disposed of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, in assets outside of the ordinary course Ordinary Course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar ContractBusiness; (e) adoption of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirementmade, or other employee benefit planmade any commitment with respect to, any capital expenditures outside the scope of the most recent budget of the Company and its Subsidiaries previously made available to the Emdeon Entities in the Data Room; (f) damage incurred, assumed, or guaranteed any Indebtedness (excluding any Indebtedness incurred pursuant to the Company Credit Facility as in effect on the date hereof), or made any loans, advances or capital contributions to, or investments in, any other Person; (g) cancelled, compromised, waived or released any right or claim (or series of related rights and claims) either involving more than $30,000 or outside the Ordinary Course of Business; (h) experienced any damage, destruction or loss of any asset or property of the Company, (whether or not covered by insurance, which has had, or would reasonably be expected ) to have, a Material Adverse Effect on the Company; (g) sale (other than sales of Inventory in the ordinary course of business), lease, license, distribution or other disposition of any material asset(s) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property assets of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision and its Subsidiaries in excess of this Agreement; (h) entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice30,000; (i) made any capital expenditure material change in excess of $25,000connection with its accounts payable or accounts receivable terms, systems, policies or procedures, or distributed any accounts receivable to any Company Members; (j) made any material change in any annual its accounting period or accounting methods used by the Company;tax methods; or (k) any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payable; or (n) entry entered into any Contractagreement, whether oral or written, by the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on Section 3.16 of the Seller Disclosure Schedule 3.14, since the date of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Audited Statements, the Company has Acquired Companies have conducted its business their businesses only in the ordinary course of business consistent with past practices, and there has not been any: (a) change in the Company’s authorized declaration or issued capital stock or the ownership thereof; grant payment of any stock option dividend or right to purchase other distribution or payment in respect of shares of capital stock of any Acquired Company, other than distributions required to permit Sellers to pay federal and state income taxes at the Company; issuance highest federal, state and local income tax rates plus 1% on their Pro Rata Share of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stockAcquired Companies’ taxable income for 2007; (b) amendment to the Organizational Documents of the Company; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (di) payment or increase by the any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee, except for amounts accrued and reflected in the Interim Statements or as set forth in the Projections or payments or increases in employee (except, with respect to non-executive employees, salaries in the ordinary course of business consistent with past practicepractice or (ii) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar ContractContract with any director, officer, or employee; (ec) adoption of of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, retirement or other employee benefit planplan for or with any employees of any Acquired Company; (fd) damage to or destruction or loss of any asset or property of the any Acquired Company, whether or not covered by insurance, which has had, or that would reasonably be expected to have, have a Material Adverse Effect on Effect; (e) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, sales representative, joint venture, bank credit or similar Contract, or (ii) any other Contract or transaction involving a total remaining commitment by or to any Acquired Company of at least $100,000; (f) any Contract made between or among any Acquired Company and either of the CompanySellers, except with respect to the transfer or conveyance of the Excluded Assets; (g) sale (other than sales of Inventory in the ordinary course of business)sale, lease, license, distribution or other disposition of any material asset(s) asset or property of the Company, any Acquired Company or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance (other than a Permitted Encumbrance) on any material asset(s) asset or property of any Acquired Company, except with respect to the Company except as noted on Schedule 3.6 transfer or except as explicitly permitted under Section 6.2 or required under any conveyance of the Excluded Assets and other provision sales of this Agreementinventory, consumption of disposables and collections of receivables in the ordinary course of business; (h) entry into cancellation or knowing waiver of any Contract claims or other agreement providing for payments by the rights with a value to any Acquired Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (ji) material change in any annual accounting period or the accounting methods used by any Acquired Company, except as set forth in the Company; (k) any modification, termination or amendment notes to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payableAudited Statements; or (nj) entry into any Contractagreement, whether oral or written, by the any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as contemplated by this Agreement or as set forth on Schedule 3.144.9 hereto, since September 30, 1998: (a) the date business of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements, the Company has conducted its been operated only in the usual and ordinary course and there has not been: (i) any material adverse change in the financial condition, business, results of operations or prospects of the Company; (ii) any damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business only or business prospects of the Company; (iii) any distribution, declaration, setting aside or payment of any dividend, or any other distribution with respect to the capital stock of the Company or any direct or indirect redemption, purchase or other acquisition of any such stock or sale of any such stock by the Company; (iv) any material or unusual increase in the fixed compensation payable to or to become payable by the Company to any officer, key employee or agent of the Company, or in any insurance, pension or other benefit plan, payment, or arrangement made to, for or with any such officers, key employees or agents of the Company; (v) any commission or bonus paid to any such officers, key employees or agents, other than commissions and bonuses paid in the ordinary course of business; (vi) any material change in the operation of the business of the Company or any material transactions entered into, except such changes and transactions occurring in the ordinary course of business consistent with past practices, and there has not been any:otherwise required to be disclosed pursuant to this Section 4.9; or (avii) change in the Company’s authorized or issued capital stock or the ownership thereof; grant of any stock option or right agreement to purchase shares of capital stock do any of the Companyforegoing; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock;and (b) amendment to the Organizational Documents of the Company;Company has not: (ci) acquisition purchased, sold or transferred any asset except in the ordinary course of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s its business; (dii) payment canceled any debts or increase by the Company waived any claims or rights of any bonuses, salariessubstantial value, or other compensation to sold, transferred or otherwise disposed of, any stockholderproperties or assets (real, directorpersonal or mixed, officertangible or intangible) of substantial value, or employee (except, with respect to non-executive employeesin each such case, in transactions in the ordinary course of business and consistent with past practice) or entry into practice and which in any newevent, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contractdo not exceed $25,000 individually; (eiii) adoption of made any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, capital expenditures or other employee benefit plan; (f) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, which has had, or would reasonably be expected to have, a Material Adverse Effect on the Company; (g) sale (other than sales of Inventory commitments in the ordinary course of business), lease, license, distribution or other disposition of any material asset(s) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (h) entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (j) change 50,000 individually, or $100,000 in any annual accounting period or accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payableaggregate; or (niv) entry into been the subject of or experienced any Contractstrike or other work stoppage or concerted slow down or threat thereof, whether oral union election or written, by the Company to do any attempted collective bargaining of the foregoingemployees.

Absence of Certain Changes and Events. Except as set forth on in Schedule 3.147.1 hereto, since the date of the Interim Financial Statements, and, to the extent interim financial statements there has not fully reflected been: 7.1.20.1 Any material adverse change in the Interim Financial Statementsfinancial condition, since results of operation, assets, liabilities or prospects of Harvest, or any occurrence, circumstance, or combination thereof which reasonably could be expected to result in any such material adverse change; 7.1.20.2 Any transaction relating to or involving Harvest, or the date assets of Harvest which was entered into or carried out by Harvest other than for fair consideration in the Year End Financial Statementsordinary course of business; 7.1.20.3 Any change by Harvest in its accounting or tax practices or procedures; 7.1.20.4 Any incurrence of any liability, the Company has conducted its business only other than liabilities incurred in the ordinary course of business consistent with past practices; 7.1.20.5 Any sale, and there has not been any: (a) change in the Company’s authorized or issued capital stock or the ownership thereof; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirementlease, or other acquisition by the Company of any shares of any such capital stock; (b) amendment to the Organizational Documents of the Company; (c) acquisition of any stock or business disposition of, or merger or consolidation withany agreement to sell, another Personlease, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Company dispose of any bonuses, salariesof its properties (whether leased or owned), or the assets of Harvest, other compensation to any stockholderthan sales, director, officerleases, or employee (exceptdispositions of goods, with respect to non-executive employeesmaterials, or equipment in the ordinary course of business consistent with past practiceor as contemplated by this Agreement; 7.1.20.6 Any event permitting any of the assets or the properties of Harvest (whether leased or owned) or entry into to be subjected to any newpledge, encumbrance, security interest, lien, charge, or material amendment claim of any existingkind whatsoever (direct or indirect) (collectively, employment, consulting, independent contractor, severance, change of control or similar Contract"Liens"); (e) 7.1.20.7 Any increase in compensation or any adoption of of, or increase in, any bonus, incentive compensation, pension, profit sharing, bonus, deferred compensation, savingsretirement, insurance, pension, retirement, medical reimbursement or other employee benefit plan, payment or arrangement to, for, or with any employee of Harvest; (f) damage to 7.1.20.8 Any payment or destruction or loss distribution of any asset bonus to, or cancellation of indebtedness owing from, or incurring of any liability relating to any employees, consultants, directors, officers, or agents, or any persons related thereto; 7.1.20.9 Any notice (written or unwritten) from any employee of Harvest that such employee has terminated, or intends to terminate, such employee's employment with Harvest; 7.1.20.10 Any adverse relationship or condition with suppliers or vendors that may have an adverse effect on Harvest; 7.1.20.11 Any event, including, without limitation, shortage of materials or supplies, fire, explosion, accident, requisition or taking of property by any governmental agency, flood, drought, earthquake, or other natural event, riot, act of the CompanyGod or a public enemy, or damage, destruction, or other casualty, whether or not covered by insuranceinsurance or not, which has hadhad an adverse effect on Harvest, the properties (whether leased or owned), or would reasonably any such event which could be expected to havehave an adverse effect on Harvest, a Material Adverse Effect on the Companyproperties (whether leased or owned), or the assets of Harvest; (g) sale (7.1.20.12 Any modification, waiver, change, amendment, release, rescission, accord and satisfaction, or termination of, or with respect to, any term, condition, or provision of any contract, agreement, license, or other instrument to which Harvest is a party and relating to or affecting the Harvest other than sales of Inventory any satisfaction by performance in accordance with the terms thereof in the ordinary course of business), lease, license, distribution ; 7.1.20.13 Any discharge or other disposition of any material asset(s) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition satisfaction of any lien or payment of any liabilities, other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (h) entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company than in the ordinary course of its business and consistent with past practicebusiness; (i) any capital expenditure in excess of $25,000; (j) change in any annual accounting period or accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or 7.1.20.14 Any waiver of any right or claim thereunderrights of substantial value by Harvest, other than waivers having no material adverse effect on Harvest; (l) loss 7.1.20.15 Any issuance of use equity securities of Harvest or any issuance of warrants, calls, options or other rights calling for the issuance, sale, or delivery of Harvest's equity securities; 7.1.20.16 Any declaration of any Company Intellectual Property Assetsdividend or any distribution of any shares of its capital stock, or redemption, purchase, or other acquisition of any shares of its capital stock or any grant of an option, warrant, or other right to purchase or acquire any such shares; (m) change 7.1.20.17 Any amendment, or agreement to amend, Harvest's Articles of Incorporation or Bylaws, or any merger or consolidation with, or any agreement to merge or consolidate with, any other corporation, partnership, limited liability company or any other entity; 7.1.20.18 Any reduction, or agreement to reduce, the cash or short-term investments of Harvest, other than to meet cash needs arising in methodsthe ordinary course of business; 7.1.20.19 Any work interruptions, practiceslabor grievances or claims filed, principles proposed law or timing regarding the purchase regulation or any event of inventory any character, materially adversely affecting future prospects of Harvest; 7.1.20.20 Any revaluation by Harvest of any of its assets; 7.1.20.21 Any loan by Harvest to any person or the payment entity, or accrual any guaranty by Harvest of operating expenses, including accounts payableany loan; or 7.1.20.22 Any other event or condition of any character which materially adversely affects, or reasonably may be expected to so affect, the assets of Harvest or the properties (nwhether leased or owned) entry into any Contract, whether oral or written, by the Company to do any of the foregoingHarvest.

Absence of Certain Changes and Events. Except as set forth on in Schedule 3.14, since the date of the Interim Financial StatementsJanuary 1, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements2004, the Company has conducted its business only in the ordinary course of business consistent with past practicesbusiness, and there has not been any: (a) change Material Adverse Change in the Company’s authorized or issued capital stock Business or the ownership thereof; grant of Purchased Assets or any stock option event or right to purchase shares of capital stock of circumstance that may result in such a Material Adverse Change in the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, Business or other acquisition by the Company of any shares of any such capital stockPurchased Assets; (b) amendment payment of more than $5,000 in any month to the Organizational Documents of the Company; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment one person or increase of $5,000 or more to any one person by the Company of any bonuses, salaries, salaries or other compensation to any stockholdershareholder, director, officerofficer or employee or other compensation (including management or other similar fees) to any shareholder, director, officer or employee, or employee entry (except, with respect without regard to non-executive employees, in the ordinary course of business consistent with past practiceamount) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control severance or similar ContractContract with any shareholder, director, officer or employee; (e) adoption of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (fc) damage to or destruction or loss of any material asset or property of the CompanyCompany used in the operation of the Business, whether or not covered by insurance, which has had, or would reasonably be expected to have, a Material Adverse Effect on the Company; (gd) sale entry into, termination or acceleration of, or receipt of notice of termination of (i) any insurance policy, credit or similar agreement or (ii) any Contract or transaction involving a Liability of the Company of at least $25,000 individually or $100,000 in the aggregate; (e) sale, lease or other disposition of any asset or property of the Company (other than sales of Inventory inventory in the ordinary course of business), lease, license, distribution or other disposition of any material asset(s; (f) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, pledge or imposition of any lien or other Encumbrance on any material asset(s) asset or property of the Company except as noted on Schedule 3.6 Company, including a sale and lease back or except as explicitly permitted under Section 6.2 other similar arrangement; (g) delay or required under failure to pay when due, any other provision obligation individually in excess of this Agreement$25,000 or in the aggregate in excess of $100,000, including without limitation, accounts payable and accrued expenses, which resulted in a suit against the Company, an account being turned over to a collection agency, credit being denied to the Company, or a debt or obligation being declared in default or accelerated; (h) entry into accrual of any Contract or other agreement providing expenses except for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company such accruals in the ordinary course of its business and consistent with past practicebusiness; (i) any capital expenditure expenditures in excess of $25,00025,000 individually or $100,000 in the aggregate; (j) change cancellation or waiver of any claims or rights with a value to the Company in excess of $50,000; (k) incurrence of or increase in, any annual accounting period Liability, by the Company (except in the ordinary course of business) or accounting methods used any accelerated or deferred payment of or failure to pay when due any Liability by the Company; (k) any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss failure to (i) preserve intact the current business organization of use the Business, (ii) keep available the services of the Company's current officers, employees and agents involved in the Business, or (iii) maintain the relations and goodwill with its suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Company related to the Business, including material disagreements with any Company Intellectual Property Assetsof the Persons set forth in the foregoing clause (iii); (m) change in methods, practices, principles or timing regarding the purchase of inventory or accounting methods used by the payment or accrual of operating expenses, including accounts payableCompany; or (n) entry into any Contractagreement, whether oral or written, by the Company with respect to or to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.146.20, since the date of the Interim Financial StatementsAugust 31, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements2010, the Company Bank has conducted its business the Merchant Business only in the ordinary course of business consistent with past practicescourse, and there has not been anynot: (a) change in suffered any damage or destruction adversely affecting the Company’s authorized or issued capital stock or the ownership thereof; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stockMerchant Business; (b) amendment suffered any adverse change in the working capital, assets, liabilities, financial condition, or business prospects relating to the Organizational Documents of the CompanyMerchant Business, or relationships with any suppliers listed on Schedule 6.19; (c) acquisition gained Knowledge of any stock or business ofpossibility that the State of California Department of Financial Institutions (“CDFI”), or merger or consolidation with, another Person, Federal Deposit Insurance Corporation (“FDIC”) or any other governmental entity will be appointed as conservator or receiver of the Bank or suffered any material adverse change or event that could reasonably be anticipated to result in action with respect to liquidatingby the CDFI, dissolvingFDIC or any other governmental entity, recapitalizingincluding without limitation, reorganizing the appointment of the CDFI, FDIC or otherwise winding up any other governmental entity as conservator or receiver of the Company’s businessBank; (d) except for customary increases based on term of service or regular promotion of non-officer employees, increased (or announced any increase in) the compensation payable or to become payable to any Merchant Business Employee, or increased (or announced any increase in) any bonus, insurance, pension or other employee benefit plan, payment or increase by the Company of any bonuses, salariesarrangement for Merchant Business Employees, or other compensation to entered into or amended any stockholderemployment, directorconsulting, officerseverance or similar agreement with any Merchant Business Employee; (e) incurred, assumed or employee guaranteed any liability or obligation (exceptabsolute, accrued, contingent or otherwise) with respect to the Merchant Business, other than a non-executive employees, material amount in the ordinary course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contract; (e) adoption of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (f) damage paid, discharged, satisfied or renewed any claim, liability or obligation with respect to or destruction or loss of any asset or property of the CompanyMerchant Business, whether or not covered by insurance, which has had, or would reasonably be expected to have, a Material Adverse Effect on the Company; (g) sale (other than sales payment of Inventory a non-material amount in the ordinary course of business), lease, license, distribution or other disposition of any material asset(s) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (h) entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (g) permitted any of the Assets Sold to be subjected to any mortgage, lien, security interest, restriction, charge or other encumbrance of any kind; (h) waived any material claims or rights with respect to the Merchant Business; (i) sold, transferred or otherwise disposed of any capital expenditure of the assets used in excess the Merchant Business, except non-material assets in the ordinary course of $25,000business consistent with past practice; (j) change made any single capital expenditure or investment with respect to the Merchant Business in any annual accounting period or accounting methods used by the Companyexcess of $10,000; (k) made any modificationchange in any method, termination practice or amendment principle of financial or tax accounting that adversely affected the Merchant Business or any financial information relating to a Material Contract or waiver of any right or claim thereunderderived from the Merchant Business; (l) loss of use of any Company Intellectual Property Assetsmanaged working capital components relating to the Merchant Business, including cash, receivables, other current assets, trade payables and other current liabilities in a fashion inconsistent with past practice, including failing to sell inventory and other property in an orderly and prudent manner or failing to make all budgeted and other normal capital expenditures, repairs, improvements and dispositions; (m) change paid, loaned, advanced, sold, transferred or leased any Asset Sold to any employee, except for normal compensation involving salary and benefits; (n) entered into any commitment or transaction, other than a non-material commitment or transaction entered into in methodsthe ordinary course of business consistent with past practice, practices, principles or timing regarding affecting the purchase of inventory or the payment or accrual of operating expenses, including accounts payableMerchant Business; or (no) entry into agreed in writing, or otherwise, to take any Contract, whether oral or written, by the Company to do any of the foregoingaction described in this Section 6.20.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14in Section 3.9 of the Seller Disclosure Schedule, (a) since the date Balance Sheet Date, there has not been any change in the business, operations or financial condition of the Interim Financial StatementsBusiness that has had, andindividually or in the aggregate, a Seller Material Adverse Effect and (b) since the Balance Sheet Date through the date hereof, no Seller has, with respect to the extent not fully reflected Business: (i) acquired (including by merger, consolidation or acquisition of stock) any assets, tangible or intangible, for an amount that exceeds $100,000 in the Interim Financial Statementsaggregate, since the date of the Year End Financial Statements, the Company has conducted its business only other than inventory acquired in the ordinary course of business consistent with past practices, and there has not been any: (a) change in the Company’s authorized or issued capital stock or the ownership thereof; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; (bii) amendment to sold (other than the Organizational Documents sale of the Company; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, inventories in the ordinary course of business consistent with past practice) practices), leased, pledged, mortgaged, assigned, liquidated or entry into any new, or material amendment otherwise disposed of any existingassets or property related to the Business, employmenttangible or intangible, consulting, independent contractor, severance, change with a value greater than $100,000 or of control any such other asset or similar Contractproperty related to the business with an aggregate value of $100,000; (eiii) adoption incurred Indebtedness for borrowed money that exceeds $100,000; (iv) cancelled, relieved or forgiven any third party Indebtedness for borrowed money owed to the Seller Group in excess of $100,000; (v) incurred any profit sharingcapital expenditure in excess of $100,000 other than for routine and customary repairs or replacement; (vi) modified or amended its respective Organizational Documents; (vii) issued, bonussold or otherwise permitted to become outstanding any shares of capital stock or limited liability company units, deferred compensationor split, savingscombined, insurancereclassified, pensionrepurchased, retirementor redeemed any shares of capital stock or limited liability company units; (viii) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other employee benefit planmaterial reorganization; (fix) established, adopted, entered into, amended (including any amendment with a future effective date), any benefit or compensation plan, program, agreement or arrangement that would be a Plan if in effect on the date hereof or terminated any Plan, or accelerated the payment, vesting, or funding of, or increased the amount of or granted any additional compensation or benefits thereunder or otherwise; (x) (A) increased or agreed to make any increase (including any promise of an increase) in the compensation (including bonuses) payable by such Seller to any employee of the Business, other than annual increases in the ordinary course of business, consistent with past practices, or (B) entered into an employment or other compensation agreement with any employee of the Business, providing for base salary at a rate of more than $250,000 per annum, a severance amount equal to more than six (6) months of base compensation upon a change in control event; (xi) received notice of any material damage to or destruction or loss of any asset or property of the CompanyPurchased Asset, whether or not covered by insurance; (xii) received notice of any service, which has hadrecall or warranty issue for any product marketed, designed, manufactured, made, or sold by any Seller; (xiii) entered into, terminated, amended, or modified any Material Contract or waived any material rights thereunder; (xiv) hired, engaged, terminated (without cause), furloughed, or temporarily laid off any employee or independent contractor with an annual compensation at or above $100,000; (xv) terminated, cancelled, or experienced an adverse change in the business relationship with any customer or supplier of any Seller with respect to the Business, including, but not limited to, any written or oral, notice by any customer or supplier of an intention to discontinue, cancel, reduce the volume under, renegotiate or otherwise change the terms of its relationship with any Seller, including the terms of any customer or supplier program; (xvi) waived or released any non-compete, non-solicit, non-disclosure, non-interference, non-disparagement or other restrictive covenant obligation of any current of former employee or independent contractor; (xvii) (A) reduced, other than as a result of the payment of claims, the amount of any insurance coverage provided by existing insurance policies other than upon the expiration of any such policy; (B) failed to maintain in full force and effect insurance coverage materially consistent with past practices, (C) failed to renew or replace any existing insurance coverage, or (D) made any claim or received any payment under or pursuant to any insurance policy; (xviii) waived, released, assigned, settled or compromised any Proceeding for an amount in excess of $100,000; (xix) (A) changed or revoked any material Tax election, (B) adopted or changed any material method of Tax accounting (including any change in its annual accounting period), (C) amended any material Tax Return, (D) prepared or filed any income or other material Tax Return in a manner materially inconsistent with past practice, (E) entered into any Tax closing agreement within the meaning of Section 7121 of the Code or other settlement in respect of material Taxes or requested any ruling from any Governmental Authority in respect of Taxes, (F) entered into any voluntary disclosure agreement or Tax amnesty filing, or (G) taken any action (or failed to take any action) that would reasonably be expected to have, a Material Adverse Effect on the Companyalter or change any material Tax practice of any Seller; (gxx) sale changed its accounting practices, policies, procedures, or methodologies (including acceleration of accounts receivable, write down of any inventory or reversal of any accruals), except to the extent required to conform with GAAP; (xxi) sold, assigned, abandoned, permitted to lapse, or granted to any third party an exclusive license under or with respect to any Seller Intellectual Property that is used in the Business as currently conducted; (xxii) implemented any employee layoffs, plant closings, reductions in force, furloughs, temporary layoffs, salary or wage reductions, work schedule changes or other such actions that triggered notice obligations under the WARN Act; (xxiii) disclosed to, authorized to be disclosed to, or failed to take commercially reasonable steps to prevent disclosure to, any Person any Trade Secret (other than sales of Inventory in the ordinary course of businessbusiness consistent with past practices pursuant to a valid and enforceable written Contract providing for the confidentiality and non-disclosure by such Person of all such Trade Secrets), lease, license, distribution or other disposition of any material asset(s) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (hxxiv) entry made any loan or advance to, or entered into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Companytransactions with, without penaltyany Person, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company other than in the ordinary course of its business and consistent with Sellers’ written expense reimbursement policy or transactions with customers on credit in the ordinary course of business consistent with past practice; (i) any capital expenditure in excess of $25,000; (j) change in any annual accounting period or accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payable; or (nxxv) entry into any Contractauthorized, whether oral agreed, resolved, or written, by the Company committed to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14in Section 3.14 of the Disclosure Schedule, since the date of the Interim Financial StatementsBalance Sheet Date, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements, the Company has conducted its business only in the ordinary course of business course, consistent with past practicespractice, and there Company has not been anynot: (a) change declared or paid any dividend or other distribution in respect of shares, or redeemed or otherwise repurchased any shares, of the Company’s authorized or issued capital stock or the ownership thereof; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of Company or repaid any security convertible into such capital stock; grant of any registration rights; purchaseloans to Company Shareholders, redemption, retirement, or other acquisition by the except for monthly payments with respect to Company of any shares of any such capital stockDebt to Shareholders that do not exceed $20,000 per month; (b) amendment issued or sold or authorized for issuance or sale, or granted any Options with respect to, any shares of its capital stock or any other type of its securities, or made any change in its outstanding shares of capital stock or other ownership interests or its capitalization, whether by way of a reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, stock dividend or otherwise, except for the issuance of 120,000 shares of Company Common Stock to the Organizational Documents directors of the CompanyCompany in lieu of cash directors' fees; (c) acquisition of any stock paid or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Company of increased any bonuses, salaries, salaries or other compensation to any stockholdershareholder, director, officer, consultant or employee (except, with respect to non-executive employees, except in the ordinary course of business consistent with past practice) employee or entry entered into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control "golden parachute" or similar ContractContract with any director, officer or employee; (ed) adoption of adopted any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, retirement or other employee benefit planplan for or with any employee; (fe) suffered any damage to or destruction or loss of any asset property or property of the Companyasset, whether or not covered by insurance, which has had, or would could reasonably be expected to have, have a Material Adverse Effect on Company; (f) terminated or received notice of termination of any Contract or transaction involving a total remaining commitment to Company, or entered into any Contract or transaction (other than with a customer in the ordinary course of business consistent with past practice) involving a total remaining commitment by Company, of at least $35,000, or any other Contract, the entering into or termination of which could reasonably be expected to have a Material Adverse Effect on Company; (g) sale sold, leased, or otherwise disposed of (other than sales of Inventory in the ordinary course of business), lease, license, distribution business consistent with past practice) any property or other disposition of asset or imposed any material asset(s) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) property or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreementasset; (h) entry into cancelled, compromised or waived any Contract claim or other agreement providing for payments by the right with a value to Company in an aggregate amount exceeding excess of $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice35,000 or instituted or settled any Proceeding involving more than $35,000; (i) any capital expenditure changed the method of accounting or the accounting principles or practices used by Company in excess the preparation of $25,000;the Financial Statements, except as required by GAAP; or (j) change in any annual accounting period or accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payable; or (n) entry into any Contractagreed, whether oral orally or writtenin writing, by the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14, since Since the date of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial StatementsBalance Sheet Date, the Company has conducted its business only in the ordinary course of business consistent with past practices, and there has not been any: (a) change in the Company’s 's authorized or issued capital stock stock; split, combination or reclassification of the ownership thereofCompany's capital stock; grant grant, termination or cancellation of any stock option option, stock appreciation right or similar right or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; (b) amendment to the Company's Organizational Documents of the CompanyDocuments; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholdershareholder, director, officer, or employee (exceptemployee, with respect to non-executive employees, except in the ordinary course of business consistent with past practice) or business, or, except as entered into pursuant to this Agreement, entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contractcontract with any director, officer, or employee; (ed) adoption of of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit planplan for or with any employees of the Company; (fe) damage to or destruction or loss of any material asset or property of the Company, whether or not covered by insurance, which has had, or would reasonably be expected to have, a Material Adverse Effect on the Company; (gf) sale (other than sales of Inventory inventory in the ordinary course of business), lease, license, distribution or other disposition of any material asset(s) asset or property of the Company, Company or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) asset or property of the Company; (g) acquisition (or agreement to acquire) by the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under of any other provision Person or the assets or business operations of this Agreementany Person by merger, consolidation, purchase of stock or assets, or in any other manner; (h) entry into incurrence of any Contract or other agreement providing indebtedness for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable borrowed money by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements except for the purchase of fuel entered into by the Company lease obligations and trade payables incurred in the ordinary course of its business business, the Audit Expense (which are to be assumed and consistent paid by Purchaser to the extent provided under Section 7.2), and expenses incurred in connection with past practicethe Contemplated Transactions; (i) payment, discharge or satisfaction of any capital expenditure material Liability by the Company, except for (i) the payment, discharge or satisfaction of Liabilities in excess the ordinary course of $25,000business, or (ii) the payment of the Repaid Indebtedness or the Transaction Expenses; (j) making of any loans, advances or capital contributions to, or investments in, any other Person; (k) other than this Agreement, entry into any agreement or arrangement prohibiting or restricting the Company from freely engaging in any business; (l) waiver, release, grant or transfer by the Company of any rights of material value, or modification or change in any annual accounting period material respect of any existing Contract, Governmental Authorization or other document affecting the Company, other than in the ordinary course of business; (m) entry into any new Contract except in the ordinary course of business or material modification or termination of any existing Contract by the Company except in the ordinary course of business; (n) settlement or compromise by the Company of any Proceeding (whether or not commenced prior to the date of this Agreement); (o) change in the accounting methods used by the Company from those established in connection with the Company; (k) any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payable's 2005 audit; or (np) entry into any Contractagreement, whether oral or written, by the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14in Part 2.13 of the Disclosure Letter, since the date of the Interim Financial StatementsBalance Sheet, andSeller, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements, Okeechobee Egg and the Company has have conducted its business the Business only in the ordinary course Ordinary Course of business consistent with past practices, Business and there has not been any: (a) change in Seller’s, the Company’s or Okeechobee Egg’s authorized or issued capital stock or the ownership thereofequity interests; grant of any stock option or right to purchase shares equity interests of capital stock of Seller, the CompanyCompany or Okeechobee Egg; issuance of any security convertible into such capital stockequity interests; grant of any registration rights; purchase, redemption, retirement, retirement or other acquisition by Seller, the Company of any shares or Okeechobee Egg of any such capital stockequity interests or declaration or payment of any dividend or other distribution or payment in respect of any such equity interests; (b) change in the assets, liabilities, financial condition or operating results of the Business or the Company from that reflected in the Interim Balance Sheet, except in the Ordinary Course of Business; (c) amendment to the Organizational Documents of Seller, the Company; (c) acquisition of any stock Company or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s businessOkeechobee Egg; (d) payment or increase by Seller, the Company or Okeechobee Egg of any bonuses, salaries, or other compensation to any stockholdermember, manager, director, officer or (except in the Ordinary Course of Business and consistent with past practices) employee or entry into any employment, severance, or similar Contract with any director, manager, officer, or employee (except, with respect to non-executive employees, in the ordinary course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contractemployee; (e) adoption of of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, retirement or other employee benefit planPlan for or with any employees of the Company or Okeechobee Egg; (f) damage to or destruction or loss of any asset or property of the CompanyCompany or Okeechobee Egg, whether or not covered by insurance, which has hadmaterially and adversely affecting the properties, assets, business, financial condition, or would reasonably be expected to have, a Material Adverse Effect on prospects of the CompanyCompany or Okeechobee Egg; (g) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to the Company of at least $10,000; (h) sale (other than sales of Inventory inventory in the ordinary course Ordinary Course of businessBusiness), lease, license, distribution or other disposition of any material asset(s) asset or property of the Company, Company or any waiver, release, transfer Okeechobee Egg or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance encumbrance on any material asset(s) asset or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (h) entry into any Contract Okeechobee Egg, including but not limited to the sale, lease, or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (j) change in any annual accounting period or accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver disposition of any right or claim thereunder; (l) loss of use of any Company the Intellectual Property Assets; (mi) change cancellation or waiver of any claims or rights with a value to the Company or Okeechobee Egg in methods, practices, principles or timing regarding the purchase excess of inventory or the payment or accrual of operating expenses, including accounts payable; or$10,000; (nj) entry into any Contractagreement, whether oral or written, by the Company or Okeechobee Egg to do any of the foregoing; (k) resignation or termination of employment of any key employee of Seller, the Company or Okeechobee Egg; and Seller, the Shareholders and the Company, to the best of their Knowledge, do not know of the impending resignation or termination of employment of any such employee; or (l) receipt by Seller, the Company or Okeechobee Egg of notice that there has been a loss of, or material order cancellation by, any major customer of Seller or the Company.

Absence of Certain Changes and Events. (a) Except for incurring the expenses, making the payments, or the other transactions contemplated in or by this Agreement, since December 31, 2005, and except as set forth on Schedule 3.14, since the date Section 4.17(a) of the Interim Financial StatementsDisclosure Letter, and(as to Seller’s representation and warranty only, to the extent not fully reflected in the Interim Financial Statements, since the date Seller’s Knowledge) (i) each of the Year End Financial Statements, the Company Acquired Companies has conducted its business only in the ordinary course Ordinary Course of business consistent with past practicesBusiness and has not incurred any material Liability, and except in the Ordinary Course of Business; (ii) there has not been any: (a) any change in the Company’s authorized business, financial condition, Liabilities, assets, technology, Intellectual Property rights, employee relations, customer relations, supplier relations, manufacturer relations or issued capital stock distributor relations, or the ownership thereof; grant results of any stock option or right to purchase shares of capital stock operations of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; (b) amendment to the Organizational Documents of the Company; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, in the ordinary course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contract; (e) adoption of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (f) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, which Acquired Companies that has had, or would reasonably be expected to have, a Material Adverse Effect on any such party, (iii) there has not been any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any shares or membership interests of any of the Company;Acquired Companies; (iv) there has not been any split, combination or reclassification of any common stock of any of the Acquired Companies or any issuance or commitment to issue or the authorization of any issuance of any capital stock or other equity interests of any of the Acquired Companies or other securities convertible into, in exchange or in substitution for any shares of capital stock or other equity interests of any of the Acquired Companies; (v) there has not been (A) any granting by any of the Acquired Companies to any employee of any of the Acquired Companies of any increase in compensation, other than in the Ordinary Course of Business, (B) any granting by any of the Acquired Companies to any such employee of any increase in severance or termination pay, (C) any entry by any of the Acquired Companies into any employment, severance or termination agreement, policy or arrangement with any employee other than in the Ordinary Course of Business, or (D) any transaction with Seller, or a director or employee of any of the Acquired Companies, other than in the Ordinary Course of Business; and (vi) there has not been any change in accounting methods, principles or practices by any of the Acquired Companies affecting its assets, Liabilities or business, except insofar as may have been required by a change in GAAP. (gb) sale Except for the transactions contemplated in this Agreement and except as set forth on Section 4.17(b) of the Disclosure Letter, since December 31, 2005, (as to Seller’s representation and warranty only, to Seller’s Knowledge) none of the Acquired Companies has (i) sold, transferred, leased, licensed, pledged or mortgaged or agreed to sell, transfer, lease, license, pledge, or mortgage any assets, property or rights (including without limitation Intellectual Property) in excess of $25,000 individually or $150,000 in the aggregate, other than sales or disposition of Inventory inventories, in the Ordinary Course of Business, or cancelled, waived or compromised or agreed to cancel, waive or compromise, any debts, claims or rights in excess of $25,000 in the aggregate; (ii) made any material change in any method of management, operation or accounting; (iii) made any new or change in any material Tax election, settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes, change in any annual Tax accounting period, adoption or change in any method of Tax accounting, filing of any amended material Tax Return, entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any material Tax, surrender Table of Contents of any right to claim a material Tax refund, or consent to any extension or waiver of the statute of limitations period applicable to any material Tax claim or assessment; (iv) transferred, exchanged or exclusively licensed any of its Intellectual Property, or had any other material developments related to its Intellectual Property; (v) issued or committed to issue any capital stock or any securities convertible into capital stock; (vi) made any capital expenditure(s) in excess of, or purchased or acquired capital assets costing in excess of, approximately $620,000, in the aggregate, pursuant to a budget previously provided to Buyer; (vii) incurred or assumed any indebtedness for borrowed money or guaranteed any obligation or the net worth of any Person; (viii) suffered any damage or destruction to, loss of, or condemnation or eminent domain proceeding relating to any of its tangible properties or assets (whether or not covered by insurance) which has had or would reasonably be likely to have a Material Adverse Effect; (ix) lost the employment services of any employee whose annual salary exceeded $75,000; (x) made any loan or advance to any Person, other than travel and other similar routine advances to employees in the ordinary course of business), lease, license, distribution or other disposition of any material asset(s) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (h) entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; ; (ixi) any capital expenditure in excess of $25,000; (j) change in any annual accounting period or accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payable; or (n) entry entered into any Contractagreements, whether oral commitments or writtencontracts, by except those made in the Company Ordinary Course of Business; or (xii) entered into any agreement or commitment to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on in Schedule 3.142.1(i) hereto, to the best of the Knowledge and belief of the Company and the Company Shareholders, since the date of the Interim Unaudited Annual Financial Statements, and, to the extent Statements there has not fully reflected been: (i) Any material adverse change in the Interim Financial Statementsfinancial condition, since the date results of operation, assets, liabilities or prospects of the Year End Financial StatementsCompany or the Business, or any occurrence, circumstance, or combination thereof which reasonably could be expected to result in any such material adverse change; (ii) Any transaction relating to or involving the Company, the Business, the assets of the Company has conducted its business only or the Company Shareholders which was entered into or carried out by the Company or the Company Shareholders other than for fair consideration in the ordinary course Ordinary Course of business Business; (iii) Any change by the Company in its accounting or tax practices or procedures; (iv) Any incurrence of any liability, other than liabilities incurred in the Ordinary Course of Business consistent with past practices, and there has not been any:; (av) change in the Company’s authorized Any sale, lease, or issued capital stock disposition of, or any agreement to sell, lease, or dispose of any of its properties (whether leased or owned), or the ownership thereof; grant of any stock option or right to purchase shares of capital stock assets of the Company; issuance , other than sales, leases, or dispositions of goods, materials, or equipment in the Ordinary Course of Business or as contemplated by this Agreement; (vi) Any event permitting any of the assets or the properties of the Company (whether leased or owned) to be subjected to any pledge, encumbrance, security interest, lien, charge, or claim of any security convertible into such capital stock; grant of kind whatsoever (direct or indirect) (collectively, "Liens"); (vii) Any increase in compensation or any registration rights; purchaseadoption of, redemptionor increase in, any bonus, incentive compensation, pension, profit sharing, retirement, insurance, medical reimbursement or other acquisition by employee benefit plan, payment or arrangement to, for, or with any employee of the Company, other than certain bonuses paid to the Company of any shares of any such capital stockShareholders and disclosed in writing to the Acquisition Sub and Purchaser; (bviii) amendment Any payment or distribution of any bonus to, or cancellation of indebtedness owing from, or incurring of any liability relating to any employees, consultants, directors, officers, or agents, or any persons related thereto, other than certain bonuses paid to the Organizational Documents Company Shareholders; (ix) Any notice (written or unwritten) from any employee of the Company that such employee has terminated, or intends to terminate, such employee's employment with the Company; (x) Any adverse relationship or condition with Suppliers (as defined in Section 2.1 (q)(i) hereof), vendors, or Customers (as defined in Section 2.1(ee) hereof) that may have an adverse effect on the Company, the Business, or the assets of the Company; (cxi) acquisition Any event, including, without limitation, shortage of materials or supplies, fire, explosion, accident, requisition or taking of property by any stock governmental agency, flood, drought, earthquake, or business other natural event, riot, act of God or a public enemy, or damage, destruction, or other casualty, whether covered by insurance or not, which has had an adverse effect on the Company, the properties (whether leased or owned), the Business, or the assets of the Company or any such event which could be expected to have an adverse effect on the Company, the properties (whether leased or owned), the Business, or the assets of the Company; (xii) Any modification, waiver, change, amendment, release, rescission, accord and satisfaction, or termination of, or merger or consolidation withwith respect to, another Personany term, condition, or provision of any action contract, agreement, license, or other instrument to which the Company or a Company Shareholder is a party and relating to or affecting the Business or the assets of the Company other than any satisfaction by performance in accordance with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s businessterms thereof in the Ordinary Course of Business; (dxiii) payment Any discharge or increase by the Company satisfaction of any bonusesLien or payment of any liabilities, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, than in the ordinary course Ordinary Course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar ContractBusiness; (exiv) adoption Any waiver of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (f) damage to or destruction or loss rights of any asset or property of substantial value by the Company, whether or not covered by insurance, which has had, or would reasonably be expected to have, a Material Adverse Effect other than waivers having no material adverse effect on the Company; (gxv) sale (other than sales Any issuance of Inventory in equity securities of the ordinary course Company or any issuance of business)warrants, leasecalls, license, distribution options or other disposition of any material asset(s) rights calling for the issuance, sale, or property delivery of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement's equity securities; (h) entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (j) change in any annual accounting period or accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payable; or (n) entry into any Contract, whether oral or written, by the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except Since December 31, 1998, except as set forth on Schedule 3.14, since the date in SCHEDULE 3.8 there has not been: (a) Any change (or any development or combination of the Interim Financial Statements, anddevelopments of which, to the extent not fully reflected Company's Knowledge, is reasonably likely to result in the Interim Financial Statementssuch a change) in Company's Business Condition, since the date of the Year End Financial Statements, the Company has conducted its business only other than changes in the ordinary course of business consistent with past practices, and there has which in the aggregate have not been any: (a) change and will not have a material adverse effect on Company's Business Condition; or, without limiting the foregoing, any disposition, loss of or damage to any of the properties of Company, whether or not insured, amounting to more than US$25,000 in the Company’s authorized or issued capital stock or the ownership thereof; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stockaggregate; (b) amendment Any declaration, payment, or setting aside of any dividend or other distribution (including tax distributions) to or for any of the shareholders of Company of any Company Shares or cash or payment obligations or any payment of fees or costs to any third party, including management fees, administrative fees, royalties or license fees; (c) Any termination, modification, or rescission of, or waiver by Company of rights under, any existing contract having or likely to have a material adverse effect on Company's Business Condition; (d) Capital expenditure or transaction by Company exceeding US$50,000; (e) Entering into or assumption of any material contract or obligation by Company, except in the ordinary course of business (none of which to the Organizational Documents Knowledge of Company would have a material adverse effect on the Business Condition of Company); (f) Revaluation by Company of any of its assets or change in accounting methods or practices; (g) Granting of stock options, restricted stock awards, stock bonuses, stock appreciation rights and similar equity based awards relating to the capital stock of the Company; (ch) acquisition Except for annual adjustments and increases pursuant to existing collective bargaining agreements, none of any stock or business ofwhich exceed five percent (5%) per year, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up increase in the Company’s business; (d) payment or increase by the Company of any bonuses, salaries, salary or other compensation payable or to become payable by Company to any stockholderof its officers, director, officerdirectors or employees, or employee (exceptthe declaration, with respect to non-executive employees, in the ordinary course of business consistent with past practice) payment or entry into any new, commitment or material amendment obligation of any existing, employment, consulting, independent contractor, severance, change kind for the payment of control or similar Contract; (e) adoption of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, a bonus or other employee benefit plan; (f) damage additional salary or compensation to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, which has had, or would reasonably be expected to have, a Material Adverse Effect on the Company; (g) sale (other than sales of Inventory in the ordinary course of business), lease, license, distribution or other disposition of any material asset(s) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (h) entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practicesuch individual; (i) any capital expenditure in excess Labor dispute with respect to the officers or employees of $25,000;Company; or (j) change in any annual accounting period or accounting methods used by the Company; (k) any modificationAny mortgage, termination or amendment to a Material Contract or waiver pledge, imposition of any right security interest, claim, encumbrance, or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payable; or (n) entry into any Contract, whether oral or written, by the Company to do other restriction on any of the foregoingassets, tangible or intangible, of Company having or likely to have a material adverse effect on Company's Business Condition.

Absence of Certain Changes and Events. Except as set forth on in Schedule 3.142.15 or otherwise provided in this Purchase Agreement, since the date of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements, the each Acquired Company has conducted its business businesses only in the ordinary course Ordinary Course of business consistent with past practicesBusiness, and there has not been any: (ai) change in the any Acquired Company’s 's authorized or issued capital stock or the ownership thereofstock; grant of any stock option or right to purchase shares of capital stock of the any Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, retirement or other acquisition by the any Acquired Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; (bii) amendment to the Organizational Documents of the any Acquired Company; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (diii) payment or increase by the any Acquired Company of any bonuses, salaries, salaries or other compensation to any stockholder, director, officer, officer or employee (except, with respect to non-executive employees, except in the ordinary course Ordinary Course of business consistent with past practiceBusiness) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contractemployee; (eiv) adoption of of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit planplan for or with any employees of any Acquired Company; (fv) damage to or destruction or loss of any asset or property of the any Acquired Company, whether or not covered by insurance, which has hadmaterially and adversely affecting the properties, assets, business or would reasonably be expected to havefinancial condition of any Acquired Company, taken as a Material Adverse Effect on the Companywhole; (gvi) entry into, termination of, or receipt of notice of termination of (A) any license, joint venture, credit or similar agreement, or (B) any Contract or transaction involving a total remaining commitment by or to any Acquired Company of at least US$500,000; (vii) sale (other than sales of Inventory inventory in the ordinary course Ordinary Course of businessBusiness), lease, license, distribution lease or other disposition of any material asset(s) asset or property of the any Acquired Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) asset or property of any Acquired Company, including the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (h) entry into any Contract sale, lease or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (j) change in any annual accounting period or accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver disposition of any right or claim thereunder; (l) loss of use of any Company the Intellectual Property Assets; (mviii) cancellation or waiver of any claims or rights with a value to any Acquired Company in excess of US$50,000; (ix) material change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payableaccounting methods used by any Acquired Company; or (nx) entry into any Contractagreement, whether oral or written, by the any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14Since the Reference Balance Sheet Date, since the date of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements, the Company has conducted its business only in the ordinary course of business consistent with past practices, and there has not been anyany Company Material Adverse Effect. Since the Reference Balance Sheet Date, (i) the Company and its Subsidiaries have conducted their business in the Ordinary Course of Business, and (ii) except as set forth in Section 3.18 of the Disclosure Schedule, the Company and its Subsidiaries have not: (a) change granted any increase in the Company’s authorized or issued capital stock or the ownership thereof; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirementbase compensation of, or paid any bonuses or other acquisition by compensation to, any of its officers or employees outside the Company Ordinary Course of any shares of any such capital stockBusiness; (b) amendment adopted, amended, or increased the payments or benefits under, any Employee Benefit Plan outside of the Ordinary Course of Business; (c) acquired assets outside of the Ordinary Course of Business, including acquired any business, whether by merger, consolidation, the purchase of all or a substantial portion of the assets or equity interests of such business or otherwise; (d) sold, leased, or otherwise disposed of any assets outside of the Ordinary Course of Business; (e) incurred, assumed, or guaranteed any Indebtedness, or made any loans, advances or capital contributions to, or investments in, any other Person; (f) cancelled, compromised, waived or released any right or claim (or series of related rights and claims) either involving more than $50,000 or outside the Ordinary Course of Business; (g) experienced any damage, destruction or loss (whether or not covered by insurance) to any of the Organizational Documents assets of the Company in excess of $50,000; (h) made any material change in connection with its accounts payable or accounts receivable terms, systems, policies or procedures; (i) declared, set aside or paid any distribution (whether in cash, securities or property or other combination thereof) in respect of the membership interests of the Company or any Subsidiary of the Company; (cj) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, in the ordinary course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contract; (e) adoption of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (f) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, which has had, or would reasonably be expected to have, a Material Adverse Effect on the Company; (g) sale (other than sales of Inventory in the ordinary course of business), lease, license, distribution or other disposition of made any material asset(s) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (h) entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (j) change in any annual its accounting period or accounting methods used by the Company;Tax methods; or (k) any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payable; or (n) entry entered into any Contractagreement, whether oral or written, by the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on in Schedule 3.143.7 of the Disclosure Schedule and except for the transactions contemplated by this Agreement and the Ancillary Agreements, including without limitation the Restructuring Transactions and the execution of the Ancillary Agreements, since the date of the Interim Financial Final Year End Statements, andeach Company and each Company Subsidiary has conducted the Business only in, and has not engaged in any transaction other than according to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements, the Company has conducted its business only in the ordinary and usual course of such business in a manner consistent with its past practicespractice ("Ordinary Course of Business"), and there has not been any: (a) change in the Company’s business, operations, properties, assets, or financial condition of any Company or any Company Subsidiary that, individually or in the aggregate, has had, does have or would reasonably be expected to have a Material Adverse Effect on Companies; (i) change in the authorized or issued capital stock of any Company or the ownership thereofany Company Subsidiary; (ii) grant of any new or amendment of any existing stock option option, warrant, or other right to purchase shares of capital stock of the Companyany Company or any Company Subsidiary; (iii) issuance of any security convertible into such the capital stockstock of any Company or any Company Subsidiary; (iv) grant of any registration rightsrights in respect of the capital stock of any Company or any Company Subsidiary; (v) reclassification, combination, split, subdivision, purchase, redemption, retirement, issuance, sale, or any other acquisition or disposition, directly or indirectly, by the any Company or any Company Subsidiary of any shares of the capital stock of any such capital stock; Company or any Company Subsidiary; (bvi) amendment of any material term of any outstanding security of any Company or any Company Subsidiary; (vii) except as permitted by subsection 3.7(n), declaration, setting aside or payment of any dividend (whether in cash, securities or other property) or other distribution or payment in respect of the shares of the capital stock of any Company or any Company Subsidiary except that (x) during the period between the date hereof and prior to the Organizational Documents of Closing, Liberty Life may, to the Company; (c) acquisition of any stock or business ofextent permitted by applicable Law, declare and pay normal quarterly dividends in an amount not to exceed $5,500,000, or merger or consolidation witha prorated portion thereof (it being understood that, another Person, or any action in the event Liberty Life declares and pays with respect to liquidatingany given quarter a quarterly dividend in an amount less than $5,500,000, dissolvingincluding, recapitalizingwithout limitation, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, in the ordinary course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contract; (e) adoption of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (f) damage to or destruction or loss of any asset or property because of the Company, whether restrictions imposed on such declarations or not covered by insurance, which has had, or would reasonably be expected to have, a Material Adverse Effect on the Company; (g) sale (other than sales of Inventory payments set forth below in the ordinary course of businessthis subsection 3.7(b), lease, license, distribution or other disposition of Liberty Life shall be permitted to include in any material asset(s) or property subsequent quarterly dividends the difference between $5,500,000 and the amount of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property quarterly dividend actually paid if at the time of the Company except as noted on Schedule 3.6 or except as explicitly permitted subsequent quarterly dividend such additional amount would be permissible under Section 6.2 or required under any other provision of this Agreement; subsection) (hcollectively, the "Regular Dividends") entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (j) change in any annual accounting period or accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payable; or (n) entry into any Contract, whether oral or written, by the Company to do any of the foregoing.and

Absence of Certain Changes and Events. 1. Except as set forth on Schedule 3.14Section 3.8 of the Transferred Company Disclosure Schedule, since the date of the Interim Financial StatementsFebruary 28, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements2019, the Transferred Company has conducted its business only Business in the ordinary course Ordinary Course in all material respects and, except as expressly contemplated by this Agreement or any other Transaction Document, as of business consistent with past practicesthe date of this Agreement, and there has not been any: (a) change in the Company’s authorized 3.8.1 event, condition, occurrence, contingency or issued capital stock or the ownership thereof; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; (b) amendment to the Organizational Documents of the Company; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, in the ordinary course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contract; (e) adoption of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (f) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, which development that has had, or would reasonably be expected to have, a Material Adverse Effect on the CompanyEffect; (g) sale (other than sales 3.8.2 new appointment or change of Inventory the independent accountants of the Transferred Company or any material change in the ordinary course accounting methods, principles or practices followed by the Transferred Company (except for any such change required by a change in the Accounting Principles or applicable Law); 3.8.3 with respect to any director or executive officer of businessthe Transferred Company, (a) adoption, material amendment or material modification of an Employee Benefit Plan, (b) grant of severance or termination pay, (c) material increase in compensation or payment of any bonus or (d) material change with respect to compensation or other benefits except, in each of (a) through (d), in the Ordinary Course or as required by any existing Contract; 3.8.4 sale, assignment, exclusive license, transfer, hypothecation, conveyance, lease, license, distribution or other disposition of any material asset(s) asset or property of the Transferred Company, or any waiverexcept in the Ordinary Course, release, transfer or assignment of any right of material valuepursuant to an existing Contract, or any in disposition of obsolete equipment; 3.8.5 mortgage, pledge, or imposition of any lien or other Encumbrance material Lien on any material asset(s) asset or property of the Company Transferred Company, except for Permitted Liens, as noted on Schedule 3.6 required by applicable Law, or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreementin the Ordinary Course; 3.8.6 failure to pay when due any material liabilities arising out of the operation of the Transferred Company, except with respect to any such liabilities (ha) entry into any Contract or other agreement providing for payments being contested by the Transferred Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty or (60b) days notice, with the exception of agreements for the purchase of fuel entered into by the Company arising in the ordinary course of its business and consistent with past practiceOrdinary Course; 3.8.7 any capital expenditures or commitments for capital expenditures or any series of related capital expenditures or commitments for capital expenditures, other than those included in the Transferred Company’s current capital expenditures plan; 3.8.8 (i) increase of the compensation or benefits of any capital expenditure Employee who receives annual base salary in excess of $25,000; 150,000, (jii) change in any annual accounting period or accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver of any right Transferred Company Plan, or claim thereunder; (liii) loss of use grant of any Company Intellectual Property Assets; (m) change in methodsbonus, practicesincentive, principles retention, severance or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payabletermination pay; or (n) entry into any Contract, whether oral or written, 3.8.9 agreement by the Transferred Company to do any of the foregoing.

Absence of Certain Changes and Events. Except Since the date of the Latest Balance Sheet, except as set forth on Schedule 3.14SCHEDULE 2.02(L), since the date of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements, the Company Purchaser has conducted its business businesses only in the ordinary course of business course, consistent with past practices, and there has not been any: (a1) change in the Company’s authorized or issued capital stock or the ownership thereofCapital Stock; grant of any stock option or right to purchase shares of capital stock of the CompanyCapital Stock; issuance of any security convertible into such capital stockCapital Stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company Purchaser of any shares of Capital Stock; or declaration or payment of any such capital stockdividend or other distribution or payment in respect of shares of Capital Stock; (b2) amendment to the Organizational Documents Articles of the CompanyIncorporation or By-laws of Purchaser; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d3) payment or increase by the Company Purchaser of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, except in the ordinary course of business consistent with past practicebusiness) employee or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contractcontract with any director, officer, or employee; (e4) adoption of of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit planplan for or with any employees of Purchaser; (f5) damage to or destruction or loss of any asset or property of the CompanyPurchaser, whether or not covered by insurance, which has hadmaterially and adversely affecting the properties, assets, business, financial condition, or would reasonably be expected to haveprospects of Purchaser, taken as a Material Adverse Effect on the Companywhole; (g6) sale (other than sales of Inventory inventory in the ordinary course of business), lease, license, distribution or other disposition of any material asset(s) asset or property of the Company, Purchaser or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance encumbrance on any material asset(s) asset or property of Purchaser, including the Company except sale, lease, or other disposition of any of the Intellectual Property Assets (as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreementdefined below); (h7) entry into cancellation or waiver of any Contract claims or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception rights of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practicePurchaser; (i) any capital expenditure in excess of $25,000; (j) 8) change in any annual accounting period or the accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payablePurchaser; or (n9) entry into any Contractagreement, whether oral or written, by the Company Purchaser to do any of the foregoing. [(M) INTENTIONALLY OMITTED.]

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14, since the date of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements, the Company VERDANT has conducted its business only in the ordinary course of business consistent with past practices. Without limiting the generality of the immediately preceding sentence, and there has not been anyany of the following on the part of VERDANT: (aA) change in Referencing the Company’s authorized or issued capital stock or the ownership thereof; grant of any stock option or right assets, liabilities and business being transferred to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchaseWWBU, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; (b) amendment to the Organizational Documents of the Company; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Company of VERDANT has not increased any bonuses, salaries, salaries or other compensation to any stockholder, director, officer, consultant or employee except for increases in bonus compensation to employees in the ordinary course of business or entry into any employment, severance or similar Contract with any officer or employee; (exceptB) Adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, severance, savings, insurance, pension, retirement or other employee benefit plan for or with respect any employees; (C) Damage to nonor destruction or loss of any property or asset, whether or not covered by insurance, which may have a Material Adverse Effect; (D) Entry into, termination of, or receipt of any Contract or transaction involving a total remaining commitment by or to VERDANT or any Subsidiary of at least $10,000, including the entry into (1) any document evidencing any indebtedness; (2) any capital or other lease; or (iii) any guaranty (including “take-executive employeesor-pay” or “keepwell” agreements): (E) Sale, lease or other disposition (other than in the ordinary course of business consistent with past practicepractices) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contract; (e) adoption of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (f) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, which has had, or would reasonably be expected to have, a Material Adverse Effect on the Company; (g) sale (other than sales of Inventory in the ordinary course of business), lease, license, distribution or other disposition of any material asset(s) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or Encumbrance (other Encumbrance than Permitted Encumbrances) on any material asset(s) property or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreementasset; (hF) entry into Cancellation, compromise or waiver of any Contract claims or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, rights with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) a value to VERDANT or any capital expenditure Subsidiary in excess of $25,00010,000; (jG) Material change in any annual the method of accounting period of the accounting principles or accounting methods practices used by VERDANT in the Company; (k) any modification, termination or amendment to a Material Contract or waiver preparation of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory Financial Statements or the payment or accrual of operating expensesInterim Financial Statements, including accounts payable; or (n) entry into any Contract, whether oral or written, except as required by the Company to do any of the foregoing.GAAP;

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14expressly and specifically disclosed in the Company’s filings under the Exchange Act filed prior to March 29, 2007 and Section 4.15 of the Disclosure Letter, since the date of the Interim Financial StatementsBalance Sheet Date, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements, the Company has conducted its business only in the ordinary course of business consistent with past practices, and there has not been any: (ai) change (A) except as permitted by this Agreement, any declaration, setting aside or payment of any dividend or other distribution (whether in the cash, stock or property) with respect to any of Company’s authorized or issued capital stock or the ownership thereof; grant stock, (B) any amendment of any stock option or right to purchase shares term of capital stock any outstanding equity security of the Company; issuance Acquired Companies or, to the knowledge of the Acquired Companies, of the Minority JV Entities, (C) any security convertible into such capital stock; grant of any registration rights; purchaserepurchase, redemption, retirement, redemption or other acquisition by the Company Acquired Companies or, to the knowledge of the Acquired Companies, by the Minority JV Entities of any outstanding shares of any such capital stock; (b) amendment to the Organizational Documents of the Company; (c) acquisition of any stock or business other equity securities of, or merger other ownership interest in the Acquired Companies or, to the knowledge of the Acquired Companies, the Minority JV Entities, (D) any change in any method of accounting or consolidation withaccounting practice or any tax method, another Personpractice or election by the Acquired Companies or, to the knowledge of the Acquired Companies, by the Minority JV Entities, or (E) any agreement to take any action with respect to liquidatingdescribed in clauses (A) through (D) above, dissolvingor (ii) any split, recapitalizing, reorganizing combination or otherwise winding up the reclassification of any of Company’s business; (d) payment capital stock or increase any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for, or giving the right to acquire by exchange or exercise, shares of its capital stock or any issuance of any ownership interest in, any Acquired Company. Except as expressly and specifically disclosed in the Company of any bonusesSEC Reports filed prior to March 29, salaries2007, or other compensation as disclosed in Section 4.15 of the Disclosure Letter, from January 1, 2007, (i) each of the Acquired Companies and, to any stockholderthe knowledge of the Acquired Companies, director, officer, or employee (except, with respect to non-executive employees, each of the Minority JV Entities has conducted its businesses in the ordinary course of business consistent with past practice, (ii) there has not been, individually or entry into in the aggregate, any newMaterial Adverse Effect on the Acquired Companies, nor has there been any event, occurrence or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contract; (e) adoption of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (f) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, which has had, or development that would reasonably be expected to haveto, individually or in the aggregate, have a Material Adverse Effect on the Company; Acquired Companies and (giii) sale (other than sales of Inventory except as expressly and specifically disclosed in the ordinary course of business)Company SEC Reports filed prior to March 29, lease2007, license, distribution or other disposition of any material asset(s) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under disclosed in Section 6.2 or required under 4.15 of the Disclosure Letter, since the Balance Sheet Date, none of the Acquired Companies has taken any other provision action which, if taken after the date of this Agreement; (h) entry into any Contract or other agreement providing for payments , would be prohibited by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (j) change in any annual accounting period or accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payable; or (n) entry into any Contract, whether oral or written, by the Company to do any of the foregoingSection 6.2(b).

Absence of Certain Changes and Events. Except as set forth on in Schedule 3.143.8 of the Company Disclosure Schedule, since the date of the Interim Financial StatementsDecember 31, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements1999, the Company has conducted its business only in the ordinary course of business consistent with past practices, and there has not been anynot: (a) change in the Company’s authorized or issued capital stock or the ownership thereof; grant of suffered any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stockMaterial Adverse Change; (b) amendment to the Organizational Documents of the Company; (c) acquisition of suffered any stock or business ofdamage, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, in the ordinary course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contract; (e) adoption of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (f) damage to or destruction or loss of any asset or property of the Companyloss, whether or not covered by insurance, which has hadin an amount in excess of $25,000; (c) granted or agreed to make any increase in the compensation payable or to become payable by the Company to any of its officers or employees, except for normal raises for nonexecutive personnel made in the ordinary course of business that are usual and normal in amount; (d) declared, set aside or paid any dividend or made any other distribution on or in respect of the shares of capital stock of the Company or declared or agreed to any direct or indirect redemption, retirement, purchase or other acquisition by the Company of such shares; (e) issued any shares of capital stock of the Company or any warrants, rights, options or entered into any commitment relating to the shares of capital stock of the Company; (f) made any material change in the accounting methods or practices it follows, whether for general financial or tax purposes, or any change in depreciation or amortization policies or rates adopted therein; (g) sold, leased, abandoned or otherwise disposed of any real property or any machinery, equipment or other operating property other than in the ordinary course of its business; (h) sold, assigned, transferred, licensed or otherwise disposed of any patent, trademark, trade name, brand name, copyright (or pending application for any patent, trademark or copyright), invention, work of authorship, process, know-how, formula or trade secret or interest thereunder or other intangible asset except in the ordinary course of its business; (i) been involved in any dispute involving any employee that would reasonably be expected to have, result in a Material Adverse Effect on the CompanyChange; (gj) sale entered into any commitment or transaction (other than sales of Inventory in the ordinary course of business), lease, license, distribution including without limitation any borrowing or other disposition of any material asset(scapital expenditure) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of that requires the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision to pay an aggregate amount in excess of this Agreement$250,000; (hk) entry into incurred any Contract material liabilities, either contingent or other agreement providing otherwise, matured or unmatured (whether or not required to be reflected in financial statements in accordance with GAAP, and whether due or to become due), except for payments accounts payable or accrued salaries that have been incurred by the Company in an aggregate amount exceeding $25,000 that is not terminable by since the Companyend of the last fiscal year, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with the Company's past practicepractices; (i1) permitted or allowed any of its material property or assets to be subjected to any mortgage, deed of trust, pledge, lien, security interest or other encumbrance of any kind, except those permitted under Section 3.9 hereof, other than any purchase money security interests incurred in the ordinary course of its business; (m) made any capital expenditure or commitment for additions to property, plant or equipment individually in excess of $25,00050,000, or in the aggregate in excess of $250,000; (jn) change in paid, loaned or advanced any annual accounting period amount to, or accounting methods used by sold, transferred or leased any properties or assets to, or entered into any agreement or arrangement with any of its affiliates within the meaning of the rules and regulations promulgated under the Securities Act of 1933 ("Affiliates"), officers, directors or shareholders or, to the Company's knowledge, any Affiliate or associate of any of the foregoing; (o) made any amendment to or terminated any agreement that, if not so amended or terminated, would be material to the business, assets, liabilities, operations or financial performance of the Company; (kp) entered into any modification, termination or amendment to a Material Contract or waiver agreement in contemplation of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or transactions specified herein other than this Agreement and the payment or accrual of operating expenses, including accounts payableRelated Agreements; or (nq) entry into agreed to take any Contract, whether oral action described in this Section 3.8 or written, by outside of the Company to do ordinary course of its business or which would constitute a breach of any of the foregoingrepresentations or warranties contained in this Agreement.

Absence of Certain Changes and Events. Except as set forth on in Schedule 3.143.16, since the date of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements, the Acquired Company has conducted its business only in the ordinary course Ordinary Course of business consistent with past practices, Business and there has not been any: (a) change in the Acquired Company’s 's authorized or issued capital stock or the ownership thereofstock; grant of any stock option or right to purchase shares of capital stock of the Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Acquired Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; (b) amendment to the Organizational Documents of the Acquired Company; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, except in the ordinary course Ordinary Course of business consistent with past practiceBusiness) employee or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar ContractContract with any director, officer, or employee; (ed) adoption of of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit planplan for or with any employees of the Acquired Company; (fe) damage to or destruction or loss of any asset or property of the Acquired Company, whether or not covered by insurance, which has hadmaterially and adversely affecting the properties, assets, business, financial condition, or would reasonably be expected to haveprospects of the Acquired Company, taken as a Material Adverse Effect on whole; (f) entry into, termination of, or receipt of notice of termination of (i) any license, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by the CompanyAcquired Company taken together of at least Five Thousand Dollars ($5,000.00); (g) sale (other than sales of Inventory inventory in the ordinary course Ordinary Course of businessBusiness), lease, license, distribution or other disposition of any material asset(s) asset or property of the Company, Acquired Company or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance encumbrance on any material asset(s) asset or property of the Company except as noted on Schedule 3.6 Acquired Company, including the sale, lease, or except as explicitly permitted under Section 6.2 or required under other disposition of any other provision of this Agreementthe Intellectual Property Assets; (h) entry into cancellation or waiver of any Contract claims or other agreement providing for payments by rights with a value to the Acquired Company taken together in an aggregate amount exceeding excess of Five Thousand Dollars ($25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice5,000.00); (i) incurrence of any capital expenditure in excess indebtedness, assumption of $25,000any liability, or issuance of any guarantee of the indebtedness or liability of a Person; (j) change in any annual accounting period or the accounting methods used by the Acquired Company;; or (k) any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payable; or (n) entry into any Contractagreement, whether oral or written, by the Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14Since December 31, since the date of the Interim Financial Statements2014, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements, the Company has Nicolet and its Subsidiaries have conducted its business their respective businesses only in the ordinary course Ordinary Course of business consistent with past practicesBusiness, and without limiting the foregoing with respect to each, since December 31, 2014, there has not been any: (a) change in the Company’s their authorized or issued capital stock or (except in connection with the ownership thereofexercise of Nicolet Equity Awards); grant of any stock option or right to purchase shares of their capital stock of the Companystock; issuance of any security convertible into such capital stockstock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement, retirement or other acquisition by the Company them of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of their capital stock, except as reflected in the Nicolet Financial Statements; (b) amendment to their articles of incorporation, charter or bylaws or adoption of any resolutions by their board of directors or stockholders with respect to the Organizational Documents of the Companysame; (c) acquisition payment or increase of any stock bonus, salary or business ofother compensation to any of their stockholders, directors, officers or employees, except for normal payments or increases in the Ordinary Course of Business or in accordance with any then-existing Nicolet Benefit Plan, or merger entry into or consolidation withamendment of any employment, another Personconsulting, non-competition, change in control, severance or similar Contract with any action with respect to liquidatingstockholder, dissolvingdirector, recapitalizingofficer or employee, reorganizing except for (i) the Contemplated Transactions and (ii) any employment, consulting or otherwise winding up the Company’s businesssimilar agreement or arrangement that is not terminable at will or upon thirty (30) days’ notice or less, without penalty or premium; (d) payment adoption, amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase by (except for increases effected pursuant to the Company existing terms of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, Nicolet Benefit Plan) in the ordinary course of business consistent with past practice) payments to or entry into benefits under, any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar ContractNicolet Benefit Plan; (e) adoption of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (f) damage to or destruction or loss of any asset of their assets or property of the Companyproperty, whether or not covered by insuranceinsurance and where the resulting diminution in value individually or in the aggregate is greater than $250,000; (f) entry into, which termination or extension of, or receipt of notice of termination of any joint venture or similar agreement pursuant to any Contract or any similar transaction; (g) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any existing, lease, Contract or license that has hada term of more than one year or that involves the payment by Nicolet Bank of more than $250,000 in the aggregate; (h) Nicolet Loan or commitment to make any Nicolet Loan other than in the Ordinary Course of Business; (i) Nicolet Loan or commitment to make, renew, extend the term or increase the amount of any Nicolet Loan to any Person if such Nicolet Loan or any other Nicolet Loans to such Person or an Affiliate of such Person is on the “watch list” or similar internal report of Nicolet Bank, or has been classified by Nicolet Bank or any Regulatory Authority as “substandard,” “doubtful,” “loss,” or “other loans specially mentioned” or listed as a “potential problem loan” other than in the Ordinary Course of Business; (j) incurrence by them of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (k) except as set forth in Section 4.15(k) of the Nicolet Disclosure Schedules, sale, lease or other disposition of any of their assets or properties, or mortgage, pledge or imposition of any lien or other encumbrance upon any of their material assets or properties, except: (i) for Nicolet Permitted Exceptions; or (ii) as otherwise incurred in the Ordinary Course of Business, including the sale of OREO; (l) cancellation or waiver by them of any claims or rights with a value in excess of $250,000; (m) any investment by them of a capital nature (e.g., construction of a structure or an addition to an existing structure on property owned by Nicolet or any of its Subsidiaries) individually or in the aggregate exceeding $250,000; (n) except as set forth in Section 4.15(n) of the Nicolet Disclosure Schedules, except for the Contemplated Transactions, merger or consolidation with or into any other Person, or acquisition of any stock, equity interest or business of any other Person; (o) transaction for the borrowing or loaning of monies, or any increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (p) material change in any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and Tax planning, accounting or any other material aspect of their business or operations, except for such changes as may be required in the opinion of the management of Nicolet or its Subsidiaries, as applicable, to respond to then-current market or economic conditions or as may be required by any Regulatory Authorities or Legal Requirements; (q) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch, or relocation of operations from existing locations; (r) discharge or satisfaction of any material lien or encumbrance on their assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (s) entry into any Contract or agreement to buy, sell, exchange or otherwise deal in any assets or series of assets, including any investment securities, but excluding OREO, individually or in the aggregate in excess of $250,000, except for the pledging of collateral to secure public funds or entry into any repurchase agreements in the Ordinary Course of Business; (t) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements, or other similar interest rate management agreements, other than in the Ordinary Course of Business; (u) except as set forth in Section 4.15(u) of the Nicolet Disclosure Schedules, hiring of any employee with an annual salary in excess of $150,000; (v) agreement, whether oral or written, by it to do any of the foregoing; or (w) event or events that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company; (g) sale (other than sales of Inventory in the ordinary course of business), lease, license, distribution or other disposition of any material asset(s) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (h) entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (j) change in any annual accounting period or accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payable; or (n) entry into any Contract, whether oral or written, by the Company to do any of the foregoingNicolet.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14, since Since the date of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial StatementsBalance Sheet, the Company has Acquired Companies have conducted its business only their businesses in the ordinary course of business consistent with past practicesin all material respects and, and except as expressly contemplated by this Agreement or any other Transaction Document, there has not been any: (ai) change event, condition, occurrence, contingency or development that individually, or in the Company’s authorized aggregate, has had or issued capital stock would reasonably be expected to have a Company Material Adverse Effect; (ii) (A) adoption, material amendment or the ownership thereof; material modification of an Employee Benefit Plan, (B) grant of severance or termination pay to any stock option director or right to purchase shares of capital stock employee of the Company; issuance Acquired Companies, (C) material increase in the compensation of, or payment of any security convertible into bonus to, any director or employee of the Acquired Companies or (D) material change with respect to the compensation or other benefits payable to any director or employee of the Acquired Companies except, in each of (A) through (D), as required by the terms of such capital stock; grant of any registration rights; purchaseplan or agreement or by applicable Law; (iii) sale, redemptionassignment, retirementtransfer, hypothecation, conveyance, lease, or other acquisition by the Company of any shares of any such capital stock; (b) amendment to the Organizational Documents of the Company; (c) disposition or acquisition of any stock material asset or business ofproperty of the Acquired Companies, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, except in the ordinary course of business consistent (including the sale of loans, lease receivables and other assets pursuant to sale agreements between Parent and the Acquired Companies in connection with past practice) or entry into any newits financing arrangements), or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contract; (e) adoption of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (f) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, which has had, or would reasonably be expected to have, a Material Adverse Effect on the Company; (g) sale (other than sales of Inventory in the ordinary course of business), lease, license, distribution or other disposition of any material asset(s) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other material Encumbrance on any material asset(s) asset or property of the Company Acquired Companies, except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (h) entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company Permitted Encumbrances in the ordinary course of business (including the pledge of assets pursuant to its business and consistent with past practicedebt financing arrangements); (iiv) failure to pay when due any capital expenditure in excess material liabilities arising out of $25,000the operations of the businesses of the Acquired Companies; (jv) change in no material loss, destruction or damage to any annual accounting period property or accounting methods used assets of any Acquired Company, whether or not insured; (vi) no waiver of any valuable right of any Acquired Company or cancellation of any debt or claim held by the any Acquired Company; (kvii) loan made by any modificationAcquired Company to any officer, termination director, employee or amendment to a Material Contract or waiver member of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payableAcquired Company; or (nviii) entry into any Contract, whether oral or written, agreement by the Company Acquired Companies to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14in Part 3.16 of the Shareholders' Disclosure Letter or otherwise contemplated in this Agreement, since the date of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements1996 Balance Sheet, the Company has conducted its business only in the ordinary course Ordinary Course of business consistent with past practices, Business and there has not been any: (a) change in the Company’s 's authorized or issued capital stock or the ownership thereofstock; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock, except for any distribution by the Company in repayment of amounts owed by the Company to the Shareholders, the distribution of Excluded Assets described in Part 3.16 of the Shareholders' Disclosure Letter, any proceeds from the sale thereof, and distributions since December 31, 1996 in contemplation of the payment of Shareholders' income taxes relating to the income of the Company for calendar year ended December 31, 1996 at the Shareholders' respective effective rates (deemed to be 40%); provided any overages in such distributions for actual taxes owed are returned to the Company once known to be overages; (b) amendment to the Organizational Documents of the Company; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholdershareholder, director, officer, or employee (except, with respect to non-executive employees, except in the ordinary course Ordinary Course of business consistent with past practiceBusiness) employee or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contract;Contract with any director, officer, or employee. (ed) adoption of of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit planplan for or with any employees of the Company; (fe) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, which has hadmaterially and adversely affecting the properties, assets, business, or would reasonably be expected to have, a Material Adverse Effect on financial condition of the Company; (f) entry into, termination of, or receipt of notice of termination by the Company of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to the Company of at least $50,000; (g) sale (other than sales of Inventory inventory or obsolete or unusable equipment and vehicles in the ordinary course Ordinary Course of businessBusiness), lease, license, distribution or other disposition of any material asset(s) asset or property of the Company, Company or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance encumbrance on any material asset(s) asset or property of the Company Company, including the sale, lease, or other disposition of any of the Intellectual Property, except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreementcontemplated hereby; (h) entry into cancellation or waiver of any Contract claims or other agreement providing for payments by rights with a value to the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,00010,000; 30 37 (ji) material change in any annual accounting period or the accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payable; or (n) entry into any Contract, whether oral or written, by the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14Since September 30, since the date of the Interim Financial Statements1998, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements, the Company has conducted its business only in the ordinary course of business consistent with past practices, and there has not been anybeen, with respect to the Business and the Assets: (a) change in the Company’s authorized Any event, including, without limitation, fire, explosion, accident, requisition or issued capital stock or the ownership thereof; grant taking of property by any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchasegovernmental agency, redemptionflood, retirementdrought, earthquake, or other acquisition natural event, riot, act of God or a public enemy, or damage, destruction, or other casualty, whether covered by insurance or not, which has had a material adverse effect on the Company of any shares of any such capital stockAssets; (b) amendment Any, mortgage, pledge, lien, security interest, hypothecation, charge, or other encumbrance imposed or agreed to be imposed on or with respect to the Organizational Documents of the CompanyAssets other than liens arising with respect to taxes not yet due and payable; (c) acquisition of any stock Any sale, lease, or business disposition of, or merger or consolidation withany agreement to sell, another Personlease, or dispose of any action with respect to liquidatingof the Assets, dissolvingother than sales, recapitalizingleases, reorganizing or otherwise winding up dispositions in the Company’s usual and ordinary course of business; (d) payment Any modification, waiver, change, amendment, release, rescission, accord and satisfaction, or increase by the Company termination of, or with respect to, any material term, condition, or provision of any bonusesmaterial contract, salariesagreement, license, or other compensation instrument to which Seller is a party and relating to the Business or the Assets, other than any stockholder, director, officer, or employee (except, satisfaction by performance in accordance with respect to non-executive employees, the terms thereof in the usual and ordinary course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contractbusiness; (e) adoption Any labor disputes or disturbances materially affecting in an adverse manner the Business, including, without limitation, the filing of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, petition or other employee benefit plancharge of unfair labor practices with the National Labor Relations Board; (f) damage Any increase in the compensation payable or to become payable by the Seller to any salaried employees of the Business, or in any insurance, pension, or other benefits plan, payment or arrangement made for, to or destruction or loss with any of any asset or property of the Companysuch salaried employees, whether or not covered by insurance, which has had, or would reasonably be expected to have, a Material Adverse Effect on the Company; (g) sale (other than sales of Inventory except in the ordinary course of business), lease, license, distribution or other disposition of any material asset(s) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (hg) entry into any Contract Any material contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by or any material transaction affecting the Company Business consummated, except in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (j) change in any annual accounting period or accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payablebusiness; or (nh) entry into any Contract, whether oral Any material adverse change in the financial condition or written, by the Company to do any operation of the foregoingBusiness, or any other event or condition of any character which materially adversely affects the Assets or the Business.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14in Section 4.14 of the Disclosure Schedule, since the date December 31, 1998, each of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements, the Company and each Company Subsidiary has conducted its business only in the ordinary course of business course, consistent with past practicespractice, and there has not been any: (a) change in the Company’s authorized declaration, setting aside, making or issued capital stock or the ownership thereof; grant payment of any stock option dividend or right to purchase other distribution or repurchase or payment in respect of shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; (b) amendment issuance, sale, disposition or Encumbrance of, or authorization for issuance, sale, disposition or Encumbrance of, or grant or issue of any options, warrants or rights to the Organizational Documents acquire with respect to, any shares of the Companyits capital stock or any other of its securities (or partnership interests) or any security (or partnership interest) convertible or exercisable into or exchangeable for any such shares or securities, or any change in its outstanding securities or shares of capital stock or its capitalization, whether by reason of a reclassification, recapitalization, stock split, combination, exchange or readjustment of shares, stock dividend or otherwise; (c) acquisition Encumbrance of any stock its assets or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s businessproperties; (d) payment or increase by the Company of any bonuses, salaries, salaries or other compensation to any stockholder, director, officer, consultant, agent or employee sales representative or (except, with respect to non-executive employees, except in the ordinary course of business consistent with past practice) employee or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control severance or similar ContractContract with any director, officer or employee; (e) adoption of of, or increase in the payments to or benefits under, any Employment Benefit Plan or any other profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, welfare or other employee benefit plan, program or arrangement for or with any employees; (f) damage to or destruction or loss of any asset or property of the Companyproperty, whether or not covered by insurance, or loss of any Customer, which has had, or would could reasonably be expected to have, have a Material Adverse Effect on the CompanyCompany and the Company Subsidiaries, taken as a whole; (g) sale except for purchase orders entered into in the ordinary course of business consistent with past practice, entry into, termination of, or receipt of notice of termination of any Contract or transaction, involving a total remaining commitment by or to the Company or any Company Subsidiary of at least $50,000 including the entry into (i) any document evidencing any indebtedness; (ii) any capital or other lease; or (iii) any guaranty; (h) sale, lease or other disposition (other than sales in the ordinary course of Inventory business consistent with past practice or disposition of obsolete assets) of any asset or property; (i) cancellation, compromise, release or waiver of any debt, claim or right with a value to the Company or any Company Subsidiary in excess of $50,000; (j) creation, incurrence or assumption of any indebtedness for borrowed money or guarantee of any obligation or the net worth of any Person in an aggregate amount in excess of $50,000, except for endorsements of negotiable instruments for collection in the ordinary course of business), lease, license, distribution or other disposition of any material asset(s) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (hk) entry into discharge or satisfaction of any Contract Encumbrance or Lien other agreement providing than those which are required to be discharged or satisfied during such period in accordance with their original terms; (l) payment, discharge or satisfaction of any obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, except for payments by any current liabilities, and the Company current portion of any long term liabilities, shown on the Financial Statements (or not required as of the date thereof to be shown thereon in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60accordance with GAAP) days notice, with the exception of agreements for the purchase of fuel entered into by the Company or incurred in the ordinary course of business consistent with past practice or except for liabilities or obligations in amounts aggregating $50,000; (m) loan or advance to any Person other than travel and other similar routine advances in the ordinary course of business consistent with past practice, or acquisition of any capital stock or other securities of or any ownership interest in, or a significant portion of the assets of, any other business enterprise; (n) capital investment or capital expenditure or capital improvement, addition or betterment in amounts which exceed $50,000 in the aggregate; (o) institution or settlement of any Proceeding before any Governmental Authority relating to it or its assets or properties; (p) commitment to provide services or goods for an indefinite period or a period of more than six (6) months; (q) change in the method of accounting or the accounting principles or practices used by the Company or any Company Subsidiary in the preparation of the Financial Statements except as required by GAAP; (r) entry into other Contracts, except Contracts made in the ordinary course of business and consistent with past practice; (is) amendment or other modification of any capital expenditure in excess of $25,000the Organizational Documents of the Company or any Company Subsidiary; (jt) change in any annual accounting period transfer or accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver grant of any right rights or claim thereunder; (l) loss of use of licenses under, or entry into any Company settlement regarding the infringement of, any Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory entry into any licensing or the payment similar agreements or accrual of operating expenses, including accounts payablearrangements; or (nu) entry into any Contractagreement, whether oral or written, by the Company or any Company Subsidiary to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on in Schedule 3.144.8, since the date of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial StatementsBalance Sheet Date, the Company has conducted its business in all material respects only in the ordinary course of business consistent and in conformity with past practicespractice and, and there without limiting the generality of the foregoing, has not been anynot: (a) change declared or paid any dividend or other distribution or payment in the Company’s authorized or issued capital stock or the ownership thereof; grant respect of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stockthan distributions for Taxes; (b) amendment to the Organizational Documents of amended the Company’s Organizational Documents; (c) acquisition sold, leased (as lessor), transferred or otherwise disposed of (including any stock transfers from the Company to Seller or business ofany of its Affiliates), or merger mortgaged or consolidation with, another Personpledged, or imposed or suffered to be imposed any action with respect to liquidatingEncumbrance (other than a Permitted Encumbrance) on, dissolving, recapitalizing, reorganizing any of the assets reflected on the Balance Sheet or otherwise winding up the Company’s business; (d) payment or increase any assets acquired by the Company after the Balance Sheet Date, except for inventory and minor amounts of any bonuses, salaries, personal property sold or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, otherwise disposed of for fair value in the ordinary course of business consistent with past practice; (d) canceled any debts owed to or claims held by the Company (including the settlement of any claims or litigation) or entry into waived any new, or material amendment other rights held by the Company other than in the ordinary course of any existing, employment, consulting, independent contractor, severance, change of control or similar Contractbusiness consistent with past practice; (e) adoption paid any claims against the Company (including the settlement of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, claims and litigation against the Company or other employee benefit planthe payment or settlement of any obligations or liabilities of the Company); (f) damage to (1) created, incurred or destruction or loss of any asset or property of the Company, whether or not covered by insurance, which has hadassumed, or would reasonably be expected agreed to havecreate, a Material Adverse Effect on the Companyincur or assume, any Indebtedness or (2) entered into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13) or operating lease obligation; (g) sale (other than sales accelerated or delayed collection of Inventory notes or accounts receivable, exceeding $5,000 in the aggregate, in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of business), lease, license, distribution or other disposition of any material asset(s) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreementbusiness consistent with past practice; (h) entry into delayed or accelerated payment of any Contract account payable or other agreement providing for payments by liability, exceeding $5,000 in the aggregate, of the Company beyond or in an aggregate amount exceeding $25,000 that is not terminable by advance of its due date or the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company date when such liability would have been paid in the ordinary course of its business and consistent with past practice; (i) acquired any real property or undertaken or committed to undertake capital expenditure expenditures exceeding $5,000 per instance or $10,000 in the aggregate; (j) made any changes in the Company’s employment practices or procedures; (k) made, or agreed to make, any payment of cash or distribution of assets to Seller or any of his family members; (l) made, or agreed to make, any payment of cash or distribution of assets to any director, officer or employee of the Company in excess of the base compensation payable thereto as set forth in Schedule 4.16; (m) made, or agreed to make, any payment of cash or distribution of assets outside the ordinary course of business consistent with past practice; (n) instituted any increase in any compensation payable to any director, officer or employee of the Company, or in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to directors, officers or employees of the Company; (o) made any material change in the accounting principles and practices used by the Company from those applied in the preparation of the Balance Sheet and the related statements of income and cash flow for the period ended on the Balance Sheet Date; (p) entered into, terminated, or received notice of termination of, any Contract or transaction involving a total remaining commitment by or to the Company of at least $25,000; (jq) change made any material election with respect to Taxes or adopted any method in the preparation of any annual accounting period or accounting Tax Return that is inconsistent with methods used by the Company; (k) any modification, termination in preparing or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payablefiling similar Tax Returns; or (nr) entry entered into any Contractagreement, whether oral or written, by the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14, since Since the date of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial StatementsMost Recent Balance Sheet, the Company has conducted its business only in the ordinary course of business consistent with past practices, and and, except as set forth on Schedule 4.20, there has not been anybeen: (a) change in the Company’s authorized or issued capital stock or the ownership thereof; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stockMaterial Adverse Effect; (b) amendment any issuance or grant of any equity securities or any subscriptions, warrants, options or other agreements or rights of any kind whatsoever to the Organizational Documents purchase or otherwise receive or be issued any equity securities or any securities or obligations of any kind convertible into, or exercisable or exchangeable for, any equity securities of the Company; (c) acquisition any recapitalization, reclassification, split or like change in the capitalization of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, in the ordinary course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contract; (e) adoption of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (f) damage to or destruction or loss of any asset or property the organizational documents of the Company, whether or not covered by insurance, which has had, or would reasonably be expected to have, a Material Adverse Effect on including the Companyarticles of incorporation and bylaws; (gi) sale (other than sales an increase in the compensation of Inventory officers and directors of the Company, except in the ordinary course of business), leaseor (ii) any grant of any extraordinary bonus to any employee, licensedirector or consultant of the Company. Notwithstanding the foregoing, the parties to this Agreement each acknowledge and agree that, prior to the Closing, the Company may make a distribution to the Seller; (f) the creation of any Lien other than Permitted Liens; (g) sale, assignment, transfer, conveyance, lease or other disposition of any material asset(s) or property of the Company, properties or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property assets of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision in the ordinary course of this Agreementbusiness; (h) entry the acquisition of any properties or assets or the entering into any Contract or other agreement providing commitments for payments by capital expenditures of the Company except those that do not exceed $10,000 for any individual acquisition or commitment and $20,000 for all acquisitions and commitments in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty aggregate; (60i) days notice, with the exception except for transfers of agreements for the purchase of fuel entered into by the Company cash pursuant to normal cash management practices in the ordinary course of business, any investments in or loans to, or payment of any fees or expenses to, or the entering into or modification of any contract with, the Seller or any of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000respective Affiliates; (j) change the commencement of any contract which materially restricts the ability of the Company to compete with, or conduct, any business or line of business in any annual accounting period or accounting methods used by the Companygeographic area; (k) any modificationmaking, termination revoking or amendment to a Material Contract changing any material Tax election or waiver of settling or compromise any right or claim thereundermaterial Tax Liability; (l) loss of use any making of any Company Intellectual Property Assetspayments for purposes of settling any dispute; (m) any entering into any transaction with any stockholder, officer, director, employee or any Affiliate or family member of such Person; (n) the incurring of any Indebtedness or the entering into any agreement with respect to future Indebtedness; (o) any termination of any Material Contract or waiver, release or assignment any rights or claims under any Material Contract; (p) failure to file any Tax Return when due or failure to cause each such Tax Return when filed to be true, complete and correct in all material respects or fail to pay any Taxes when due; (q) the hiring of any new employee; (r) any change in to its accounting methods, principles, policies, procedures or practices, principles except as may be required by GAAP; (s) any write off as uncollectible, or timing regarding the purchase establishment of inventory any extraordinary reserve with respect to, any account receivable or the payment other Indebtedness; (t) commencement or accrual settlement of operating expenses, including accounts payableany Proceeding; or (nu) entry into any Contractagreement, undertaking or commitment (whether oral written or written, by the Company otherwise) to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14in Part 4.11 of the W▇▇▇▇▇▇▇▇▇ Disclosure Letter, since the date of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial StatementsW▇▇▇▇▇▇▇▇▇ Balance Sheet, the Company has Acquired Companies have conducted its business the Business only in the ordinary course Ordinary Course of business consistent with past practices, Business and there has not been any: (a) change in any of the Company’s Acquired Companies authorized or issued capital stock or the ownership thereofother equity securities; grant of any stock option or right to purchase shares of capital stock or other equity securities of any of the CompanyAcquired Companies; issuance of any security convertible into such capital stockstock or other equity securities; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any of the Company Acquired Companies of any shares of any such capital stockstock or other equity securities; or, except in the Ordinary Course of Business, declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock or other equity securities; (b) amendment to the Organizational Documents of any of the CompanyAcquired Companies; (c) acquisition except in the Ordinary Course of any stock or business ofBusiness, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by any of the Company Acquired Companies of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, in the ordinary course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar ContractContract with any director, officer, or employee; (ed) adoption of, or (except in the Ordinary Course of Business) increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit planplan for or with any employees of any of the Acquired Companies; (f) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, which has had, or would reasonably be expected to have, a Material Adverse Effect on the Company; (ge) sale (other than sales of Inventory inventory in the ordinary course Ordinary Course of businessBusiness), lease, license, distribution or other disposition of any material asset(s) asset or property of any of the Company, Acquired Companies or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance Lien on any material asset(s) asset or property of any of the Company except as noted on Schedule 3.6 Acquired Companies; (f) cancellation or except as explicitly permitted under Section 6.2 waiver of any claims or required under rights with a value to any other provision of this Agreementthe Acquired Companies in excess of $250,000; (g) material change in the accounting methods used by any of the Acquired Companies; (h) entry into transfer, assignment, or grant of any Contract license or other agreement providing for payments by sublicense of any material rights under or with respect to any Intellectual Property of the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practiceAcquired Companies; (i) material damage, destruction, or loss to any capital expenditure in excess property owned or leased by any of $25,000the Acquired Companies; (j) change in any annual accounting period entry into a new line of business or accounting methods used by the Company;abandonment or discontinuance of an existing line of business; or (k) any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payable; or (n) entry into any Contractagreement, whether oral or written, by any of the Company Acquired Companies to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14in Section 5.25 of the Company Group Disclosure Letter, since the date of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial StatementsAudited Balance Sheet Date, the Company Group has conducted its business operated only in the ordinary course of business consistent with past practicesbusiness, and there has not been anynot, except as contemplated by this Agreement and the transactions contemplated hereby: (a) change in suffered any material damage or destruction adversely affecting the Company’s authorized properties or issued capital stock or the ownership thereof; grant of any stock option or right to purchase shares of capital stock business of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stockGroup; (b) amendment made any declaration, setting aside or payment of any dividend or other distribution of assets (whether in cash, Equity Securities or property) with respect to the Organizational Documents Equity Securities of the Company Group, or any direct or indirect redemption, purchase or other acquisition of such Equity Securities, or otherwise made any payment of cash or any transfer of other assets, to any Seller or any Related Company; or transferred any assets from any member of the Company Group to any other member of the Company Group; or transferred any assets from any Related Company to the Company Group; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s businesssuffered a Material Adverse Effect; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, except for in the ordinary course of business consistent with past practice, increased (or announced any increase in) the compensation payable or entry into to become payable to any newemployee, or material amendment of increased (or announced any existingincrease in) any bonus, insurance, pension or other employee benefit plan, payment or arrangement for such employees, or entered into or amended any employment, consulting, independent contractor, severance, change of control severance or similar Contractagreement; (e) adoption of incurred, assumed or guaranteed any profit sharingliability or obligation (absolute, bonusaccrued, deferred compensation, savings, insurance, pension, retirement, contingent or other employee benefit plan; (fotherwise) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, which has had, or would reasonably be expected to have, a Material Adverse Effect on the Company; (g) sale (other than sales of Inventory in the ordinary course of business); (f) paid, leasedischarged, license, distribution satisfied or other disposition of renewed any material asset(sclaim, liability or obligation other than payment in the ordinary course of business; (g) or property permitted any of the Companyits assets to be subjected to any Encumbrances, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreementfor Permitted Encumbrances; (h) entry into cancelled or forgiven any Contract indebtedness or otherwise waived any material claims or rights, other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company than in the ordinary course of its business and consistent with past practice; (i) sold, transferred or otherwise disposed of any capital expenditure of its material assets, except in excess the ordinary course of $25,000business; (j) change made any single capital expenditure or investment in any annual accounting period or accounting methods used by the Companyexcess of $100,000; (k) made any modificationchange in any method, termination practice or amendment to a Material Contract principle of financial or waiver of any right or claim thereundertax accounting, other than changes required by applicable law; (l) loss of use of paid, loaned, advanced, sold, transferred or leased any Company Intellectual Property Assetsasset to any employee, except for normal compensation involving salary and benefits; (m) change issued or sold any Equity Securities; (n) entered into any material commitment or transaction, other than in methodsthe ordinary course of business, practices, principles or timing regarding affecting the purchase of inventory or the payment or accrual of operating expenses, including accounts payablebusiness; or (no) entry into agreed in writing, or otherwise, to take any Contract, whether oral or written, by the Company to do any of the foregoingaction described in this Section 5.25.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14, since Since the date of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial StatementsAudited Company Balance Sheet, the Company has conducted its business only in the ordinary course consistent with past practice and, since such date, there has not occurred: (a) any event, damage, destruction or loss, whether covered by insurance or not, which has had or reasonably is expected to have a Material Adverse Effect on the Company or its assets; (b) any entry by the Company into a commitment or transaction material to the Company, which is not in the ordinary course of business consistent with past practice; (c) any change by the Company in accounting principles, methods or practices, except insofar as may have been required by a change in GAAP; (d) any declaration, payment or setting aside for payment of any dividends or distributions in respect to shares of Company Common Stock, or any redemption, purchase or other acquisition of any shares of Company Common Stock; (e) any cancellation of any debts or waiver or release of any right or claim of the Company individually or in the aggregate material to the Company, whether or not in the ordinary course of business; (f) any revaluations by the Company of any of its assets or liabilities, including without limitation, writing-off notes or accounts receivable; (g) any material increase in the rate or terms of compensation payable or to become payable by the Company or any of its personnel or consultants; any bonus, incentive compensation, service award or other benefit granted, made or accrued, contingently or otherwise, for or to the credit of any Company personnel; employee welfare, pension, retirement, profit-sharing or similar payment or arrangement made or agreed to by the Company for any Company personnel except for contributions in accordance with prior practice made to, and payments made to employees under, plans and arrangements existing on the date of the Audited Company Balance Sheet; (h) any adoption of a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or other reorganization of the Company, other than in connection with the transactions contemplated hereby; (i) any purchase, acquisition or sale by the Company of any assets, other than in the ordinary course of business; (j) any material addition to, or material modification of, the Employee Plans, arrangements or practices existing on the date of the Audited Company Balance Sheet which affect any Company personnel; (k) any amendment, cancellation or termination of any Material Contract, including, without limitation, license or sublicense, or other instrument to which the Company is a party or to which the Company or any of the assets of the Company is bound; (l) any failure to pay when due any material obligation of the Company; (m) any failure to operate the business of the Company in the ordinary course with an effort to preserve the business intact, to keep available to the Company the services of their personnel, and to preserve for the Company the goodwill of their customers and others having business relations with the Company except for such failures that would not have a Material Adverse Effect on the Company; (n) any commitment to borrow money entered into by the Company, or any loans made or agreed to be made by the Company, involving more than $10,000 individually or $25,000 in the aggregate (other than credit provided by suppliers or manufacturers in the ordinary course of the Company’s business consistent with past practices); (o) any liabilities incurred by the Company involving $10,000 or more individually and $25,000 or more in the aggregate, other than liabilities incurred in the ordinary course of business consistent with past practices, and there has not been any:; (ap) change in the Company’s authorized any payment, discharge or issued capital stock or the ownership thereof; grant satisfaction of any stock option material liabilities of the Company or right to purchase shares of any material capital stock expenditure of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemptionother than (i) the payment, retirement, discharge or other acquisition by the Company of any shares of any such capital stock; (b) amendment to the Organizational Documents of the Company; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, satisfaction in the ordinary course of business consistent with past practice) prior practice of liabilities reflected or entry into any new, reserved against in the Audited Financial Statements or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contract; (e) adoption of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (f) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, which has had, or would reasonably be expected to have, a Material Adverse Effect on the Company; (g) sale (other than sales of Inventory incurred in the ordinary course of business)business consistent with prior practice since the date of the Audited Company Balance Sheet, lease, license, distribution and (ii) any capital expenditures involving $10,000 or other disposition of less individually and $25,000 or less in the aggregate; (q) any material asset(s) or property amendment of the Company, ’s Certificate of Incorporation or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (h) entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (j) change in any annual accounting period or accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payableBylaws; or (nr) entry into any Contract, whether oral or written, agreement by the Company to do any of the foregoingthings described in the preceding clauses (a) through (q) of this Section 4.13, other than as expressly contemplated or provided for in this Agreement.

Absence of Certain Changes and Events. Except as set forth on Schedule 3.14in Part 3.16 of the Disclosure Letter, since the date of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial StatementsBalance Sheet, the Company has conducted its business only in the ordinary course Ordinary Course of business consistent with past practices, Business and there has not been any: (a) change in the Company’s 's authorized or issued capital stock or the ownership thereofstock; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration 21 rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; (b) amendment to the Organizational Documents of the Company; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Company of any bonuses, salaries, distributions or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, in the ordinary course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contractemployee; (ed) adoption of of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit planplan for or with any employees of the Company; (fe) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, which has hadmaterially and adversely affecting the properties, assets, business, financial condition, or would reasonably be expected to have, a Material Adverse Effect on prospects of the Company, taken as a whole; (f) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to the Company of at least $10,000. (g) sale (other than sales of Inventory except in the ordinary course Ordinary Course of business)Business, sale, lease, license, distribution or other disposition of any material asset(s) asset or property (other than inventory in the Ordinary Course of Business) of the Company, Company or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance encumbrance on any material asset(s) asset or property of the Company except as noted on Schedule 3.6 Company, including the sale, lease, or except as explicitly permitted under Section 6.2 or required under other disposition of any other provision of this Agreementthe intellectual property assets; (h) entry into cancellation or waiver of any Contract claims or other agreement providing for payments by rights with a value to the Company in an aggregate amount exceeding excess of $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice10,000; (i) any capital expenditure in excess of $25,000; (j) material change in any annual accounting period or the accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payable; or (nj) entry into any Contractagreement, whether oral or written, by the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth on in Schedule 3.142.1(i) hereto, to the best of the knowledge and belief of the Company and the Selling Shareholders, since the date of the Interim Unaudited Financial Statements, and, to the extent Statements there has not fully reflected been: (i) Any material adverse change in the Interim Financial Statementsfinancial condition, since the date results of operation, assets, liabilities or prospects of the Year End Financial StatementsCompany or the Business, or any occurrence, circumstance, or combination thereof which reasonably could be expected to result in any such material adverse change; (ii) Any transaction relating to or involving the Company, the Business, the assets of the Company has conducted or the Selling Shareholders which was entered into or carried out by the Company or the Selling Shareholders other than in the ordinary and usual course of business; (iii) Any change by the Company in its business only accounting or tax practices or procedures; (iv) Any incurrence of any liability, other than liabilities incurred in the ordinary course of business consistent with past practices, and there has not been any:; (av) change in the Company’s authorized Any sale, lease, or issued capital stock disposition of, or any agreement to sell, lease, or dispose of any of its properties (whether leased or owned), or the ownership thereof; grant of any stock option or right to purchase shares of capital stock assets of the Company; issuance , other than sales, leases, or dispositions of goods, materials, or equipment in the usual and ordinary course of business and consistent with prior practice; (vi) Any event permitting any of the assets or the properties of the Company (whether leased or owned) to be subjected to any pledge, encumbrance, security interest, lien, charge, or claim of any security convertible into such capital stock; grant of kind whatsoever (direct or indirect) (collectively, "liens"); (vii) Any increase in compensation or any registration rights; purchaseadoption of, redemptionor increase in, any bonus, incentive compensation, pension, profit sharing, retirement, insurance, medical reimbursement or other acquisition by employee benefit plan, payment or arrangement to, for, or with any employee of the Company of any shares of any such capital stockCompany, other than certain bonuses paid to the Selling Shareholders and disclosed in writing to the Purchaser; (bviii) amendment Any payment or distribution of any bonus to, or cancellation of indebtedness owing from, or incurring of any liability relating to any employees, consultants, directors, officers, or agents, or any persons related thereto, other than certain bonuses paid to the Organizational Documents Selling Shareholders; (ix) Any notice (written or unwritten) from any employee of the Company that such employee has terminated, or intends to terminate, such employee's employment with the Company; (x) Any adverse relationship or condition with Suppliers (as defined in Section 2.1 (q)(i) hereof), vendors, or Customers (as defined in Section 2.1(ae) hereof) that may have an adverse effect on the Company, the Business, or the assets of the Company; (cxi) acquisition Any event, including, without limitation, shortage of materials or supplies, fire, explosion, accident, requisition or taking of property by any stock governmental agency, flood, drought, earthquake, or business other natural event, riot, act of God or a public enemy, or damage, destruction, or other casualty, whether covered by insurance or not, which has had an adverse effect on the Company, the properties (whether leased or owned), the Business, or the assets of the Company or any such event which could be expected to have an adverse effect on the Company, the properties (whether leased or owned), the Business, or the assets of the Company; (xii) Any modification, waiver, change, amendment, release, rescission, accord and satisfaction, or termination of, or merger or consolidation withwith respect to, another Personany term, condition, or provision of any action contract, agreement, license, or other instrument to which the Company or the Selling Shareholders are a party and relating to or affecting the Business or the assets of the Company other than any satisfaction by performance in accordance with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s businessterms thereof in the usual and ordinary course of business and consistent with prior practice; (dxiii) payment Any discharge or increase by the Company satisfaction of any bonusesLien or payment of any liabilities, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, than in the ordinary course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contractbusiness; (exiv) adoption Any waiver of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (f) damage to or destruction or loss rights of any asset or property of substantial value by the Company, whether or not covered by insurance, which has had, or would reasonably be expected to have, a Material Adverse Effect other than waivers having no material adverse effect on the Company; (gxv) sale Any issuance of equity securities of the Company or any issuance of warrants, calls, options or other rights calling for the issuance, sale, or delivery of the Company's equity securities; (xvi) Any declaration of any dividend or any distribution of any shares of its capital stock, or redemption, purchase, or other acquisition of any shares of its capital stock or any grant of an option, warrant, or other right to purchase or acquire any such shares; (xvii) Any amendment, or agreement to amend, the Company's Articles of Incorporation or Bylaws, or any merger or consolidation with, or any agreement to merge or consolidate with, any other corporation, partnership, limited liability company or any other entity; (xviii) Any reduction, or agreement to reduce, the cash or short-term investments of the Company, other than sales of Inventory to meet cash needs arising in the ordinary course of business), lease, license, distribution or other disposition of any material asset(s) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (hxix) entry into Any work interruptions, labor grievances or claims filed, proposed law or regulation or any Contract event of any character, materially adversely affecting the Business or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception future prospects of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (j) change in any annual accounting period or accounting methods used by the Company; (kxx) any modification, termination or amendment to a Material Contract or waiver Any revaluation by the Company of any right or claim thereunderof its assets; (lxxi) loss of use Any loan by the Company to any person or entity, or any guaranty by the Company of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payableloan; or (nxxii) entry into any Contract, whether oral or written, by To the best knowledge of the Company and the Selling Shareholders, any other event or condition of any character which materially adversely affects, or reasonably may be expected to do any so affect, the assets of the foregoingCompany, the Business, or the properties (whether leased or owned) of the Company.