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

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since the date of the Balance Sheet, the Acquired Companies have conducted their businesses only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by 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 any Acquired Company; (c) payment or increase by any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired Company; (e) damage to or destruction or loss of any asset or property of any Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or 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 any Acquired Company of at least $10,000; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired Company in excess of $10,000; (i) material change in the accounting methods used by any Acquired Company; or (j) agreement, whether oral or written, by any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since Since the date of the Latest Balance Sheet, the Acquired Companies have Company has conducted their businesses only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's ’s authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, 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 any Acquired the Company of at least $10,00010,000.00; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,00010,000.00; (i) material change in the accounting methods used by any Acquired the Company; or (j) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since the date of the Balance Sheet, the Acquired Companies have conducted their businesses only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by 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 any Acquired Company; (c) payment or increase by any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired Company; (e) damage to or destruction or loss of any asset or property of any Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or 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 any Acquired Company of at least $10,000$ ; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired Company in excess of $10,000$ ; (i) material change in the accounting methods used by any Acquired Company; or (j) agreement, whether oral or written, by any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since Since the date of the Latest Balance Sheet, the each Acquired Companies have Company has conducted their businesses only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired Company's ’s authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by 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 any Acquired Company; (c) payment or increase by any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired Company; (e) damage to or destruction or loss of any asset or property of any Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the any Acquired CompaniesCompany, 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 any Acquired Company of at least $10,00010,000.00; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of any Acquired Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired Company in excess of $10,00010,000.00; (i) material change in the accounting methods used by any Acquired Company; or (j) agreement, whether oral or written, by any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 Section 4.17 of the Disclosure LetterSchedule, since the date of the Unaudited Balance Sheet, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course of Business and there has not been any: : (a) event that has had a Material Adverse Effect; (b) change in any Acquired the Company's ’s authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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; ; (bc) amendment to the Organizational Documents of any Acquired the Company; ; (cd) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; ; (de) 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 plan for or with any employees of any Acquired the Company; ; (ef) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired Companies, taken as a whole; ; (fg) 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 any Acquired the Company of at least $10,000; the Threshold Amount; (gh) sale (other than sales of inventory Inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; ; (hi) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,000; the Threshold Amount; (ij) material change in the accounting methods used by any Acquired the Company; or or (jk) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since Since the date of the Balance SheetBuyer Financial Statements, the Acquired Companies have Buyer has conducted their businesses its business only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired Company's Buyer’s authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired Company; Buyer, issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired Company Buyer 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 as set forth on Section 4.16(a) of Buyer’s Disclosure Schedule; (b) amendment to the Organizational Documents of any Acquired CompanyBuyer; (c) payment or increase by any Acquired Company Buyer of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired CompanyBuyer; (e) damage to or destruction or loss of any asset or property of any Acquired CompanyBuyer, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired Companies, taken as that would have a wholeMaterial Adverse Effect on Buyer; (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 any Acquired Company Buyer of at least $10,00025,000; (g) sale sale, lease (other than sales or leases of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of Buyer or any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of any Acquired CompanyBuyer, including the sale, lease, or other disposition of any of the Intellectual Property Assetsthan Permitted Encumbrances; (h) cancellation or waiver of any claims or rights with a value to any Acquired Company Buyer in excess of $10,00025,000; (i) material change in the accounting methods used by any Acquired CompanyBuyer; or (j) agreement, whether oral or written, by any Acquired Company Buyer to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since Since the date of the Interim Balance Sheet, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's ’s authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) adoption of, o g or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting that would have a Material Adverse Effect on the properties, assets, business, financial condition, or prospects of the Acquired Companies, taken as a wholeCompany; (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 any Acquired the Company of at least $10,00025,000; (g) sale sale, lease (other than sales or leases of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assetsthan Permitted Encumbrances; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,00025,000; (i) material change in the accounting methods used by any Acquired the Company; or (j) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter(a) Since December 31, since the date of the Balance Sheet2004, the Acquired Companies have PSG has conducted their its businesses only in the Ordinary Course ordinary course of Business business and there has not been any: (ai) change Change in any Acquired CompanyPSG's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired CompanyPSG; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, retirement or other acquisition by any Acquired Company PSG 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 certificate of any Acquired Companyincorporation, bylaws or other organizational documents of PSG; (ciii) payment or increase by any Acquired Company PSG of any bonuses, salaries, or other compensation to any stockholder, director, officer, employee, or stockholder (except to directors, officers, employees, or stockholders in the Ordinary Course ordinary course of Businessbusiness) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (div) adoption of, or increase in the payments to or benefits underin, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any Acquired CompanyPSG; (ev) damage to or destruction damage, destruction, or loss of to any asset or property of any Acquired CompanyPSG, whether or not covered by insurance, affecting materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesPSG, taken as a whole; (fvi) entry into, termination oftermination, or receipt of notice of termination of (ia) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (iib) any Contract or transaction involving a total remaining commitment by or to any Acquired Company PSG of at least $10,00025,000; (gvii) sale (other than sales of inventory in the Ordinary Course ordinary course of Businessbusiness), lease, or other disposition of any asset or property of any Acquired Company PSG or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired CompanyPSG, including including, without limitation, the sale, lease, or other disposition of any of the Intellectual Property Assetsintellectual property; (hviii) cancellation or waiver of any claims or rights with a value to any Acquired Company PSG in excess of $10,00025,000; (iix) conduct of business or entering into any transaction, other than in the ordinary course of business of PSG; (x) material change in the accounting methods used followed by any Acquired CompanyPSG; orand (jxi) agreement, whether oral or writtennot in writing, by any Acquired Company to do any of the foregoingforegoing by PSG.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since the date of the Balance Sheet, the Acquired Companies have conducted their businesses only in the Ordinary Course of Business and there has not been any: (a) a. change in any Acquired Company's ’s authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by 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) b. amendment to the Organizational Documents of any Acquired Company; (c) c. payment or increase by any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) d. 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 plan for or with any employees of any Acquired Company; (e) e. damage to or destruction or loss of any asset or property of any Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired Companies, taken as a whole; (f) 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 any Acquired Company of at least $10,000; (g) g. sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) h. cancellation or waiver of any claims or rights with a value to any Acquired Company in excess of $10,000; (i) i. material change in the accounting methods used by any Acquired Company; or (j) j. agreement, whether oral or written, by any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since the date of the Balance SheetJuly 1, 1997, the Acquired Companies have Company has conducted their businesses the Business only in the Ordinary Course of Business Business, and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, or financial condition, or prospects condition of the Acquired CompaniesCompany, 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) ), except in the Ordinary Course of Business, any Contract or transaction involving a total remaining commitment by or to any Acquired the Company of at least $10,000; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,000; (i) material change in the accounting methods used by any the Acquired Company; or (j) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 3.8 of the Disclosure Letter, since the date of the Interim Balance Sheet, the Acquired Seller's Companies have conducted their businesses only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired Seller's Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired Seller's Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired Seller's 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 stockstock other than that certain dividend in the amount of ten million U.S. Dollars (US$ 10,000,000) previously declared; (b) amendment to the Organizational Documents of any Acquired Seller's Company; (c) except for the Northwings acquisition, purchase, sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any assets or property of any Seller's Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material assets or property of any Seller's Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; and (d) payment or increase by any Acquired Seller's Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired Company; (e) damage to or destruction or loss of any asset or property of any Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or 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 any Acquired Company of at least $10,000; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired Company in excess of $10,000; (i) material change in the accounting methods used by any Acquired Company; or (j) agreement, whether oral or written, by any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of For the Disclosure Letter, since period from the date of the Balance SheetSheet to the date hereof, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholdershareholder, director, officer, or (except in the Ordinary Course of Business) employee or any entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, taken as a whole; (f) entry into, termination 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 total remaining commitment by or to any Acquired the Company of at least $10,00025,000, other than purchase orders given or received by the Company for the purchase or sale of inventory in the Ordinary Course of Business; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any material asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assetsmaterial intellectual property assets of the Company; (h) cancellation or waiver in writing of any claims or rights with a value to any Acquired the Company in excess of $10,00025,000 except to the extent reserved for in the Balance Sheet or Interim Balance Sheet, or that will be reserved for in the Closing Balance Sheet; (i) material change in the accounting methods used by any Acquired the Company; or (j) written agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 3.15 of the Disclosure Letter, since the date of the Balance Sheet, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract or commitment with any director, officer, or employeeemployee or the adoption of any severance policy applicable to employees in general; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, taken as a whole; (f) entry into, termination 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 total remaining commitment by or to any Acquired the Company of at least $10,00010,000 (except for Contracts or transactions entered into in the Ordinary Course of Business with the Company's customers or vendors which do not exceed, individually, a commitment of $50,000); (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets, in any case greater than $10,000; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,000; (i) material change in the accounting methods used by the Company; (j) any Acquired Companyhiring of new employees except as replacements for persons whose employment with the Company terminated since such date, or the hiring of any employee at an annual compensation rate of $75,000 or more per year; or (jk) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since (a) Since the date of the Company December Balance SheetSheet except as set forth on Schedule 3.20(a), the Acquired Companies have Company has conducted their its businesses only in the Ordinary Course of Business usual and ordinary course consistent with past practice and there has not been any: (ai) change in any Acquired Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by 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 the shares of capital stockstock of Company or any repurchase or redemption of any such shares of capital stock or other securities; (bii) amendment to other than in the Organizational Documents of any Acquired Company; (c) ordinary course, payment or increase by any Acquired Company of any bonuses, salaries, bonus or other increase of any compensation payable to any stockholdershareholder, director, officer, officer or (except in the Ordinary Course of Business) employee or entry into (or amendment of) any written employment, severance, severance or similar Contract agreement with any shareholder, director, officer, officer or employee; (diii) adoption of, of or increase change in the payments to any Employee Benefit Plan or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any Acquired Companylabor policy; (eiv) damage to or damage, destruction or loss of to any material asset or property of any Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired Companies, taken as a whole; (fv) entry into, amendment, termination of, or receipt of notice of termination of any material agreement or other material document or commitment or any material transaction (i) including, without limitation, 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 such relating to any Acquired Company of at least $10,000capital expenditures); (gvi) sale (other than sales of inventory in the Ordinary Course of Business)sale, assignment, conveyance, lease, or other disposition of any asset or property of any Acquired Company or mortgage, pledge, or imposition of any material lien or other material encumbrance on any material asset or property of any Acquired Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (hvii) incurrence or repayment of any material liability or material obligation (whether absolute or contingent) to any Related Party or, other than current liabilities incurred and obligations under agreements entered into in the ordinary course of business consistent with past practice, to any other person or any discharge or satisfaction of any material lien, claim or encumbrance, other than in the ordinary course of business consistent with past practice; (viii) write-down or write-off of the value of any material asset except for write-downs and write-offs in the ordinary course of business consistent with past practice, or any cancellation or waiver of any other material claims or rights with a value to any Acquired Company in excess of $10,000rights; (iix) any material change in the business or operations of Company or in the manner of conducting the same or entry by Company into any material transaction, other than in the ordinary course of business; (x) any material change in the accounting methods, principles or practices followed by Company, except as required by GAAP, or any material change in any of the assumptions underlying, or methods used by of calculating, any Acquired Companybad debt, contingency or other reserves or expenditures); or (jxi) agreement, whether oral or writtennot in writing, by any Acquired Company to do any of the foregoingforegoing by Company. (b) Except as set forth on Schedule 3.20(b), since the date of the Company August Interim Balance Sheet, there has not been any material adverse change in the business, operations, properties, assets, prospects, working capital, or condition (financial or otherwise) ("Material Adverse Change") of Company or any event, condition or contingency that is likely to result in such a Material Adverse Change. (c) Except as previously disclosed in the schedules to this Agreement and as set forth on Schedule 3.20(c), Company does not have any obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether or not known to Company, whether due or to become due and regardless of when asserted) arising out of transactions entered into at or prior to the Closing, or any action or inaction at or prior to the Closing, or any state of facts existing at or prior to the Closing other than: (i) liabilities set forth on the August Interim Balance Sheet (including any notes thereto), (ii) liabilities and obligations which have arisen after the date of the August Interim Balance Sheet in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit) and (iii) other liabilities and obligations expressly disclosed in the other Schedules to this Agreement.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure LetterSchedule 5.16, since the date of the Balance Sheet, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course of Business in all material respects and there has not been any: (a) change in any Acquired Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by 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 any Acquired Company; (c) payment or increase by any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, 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 for year-end bonuses to any such individual to the extent accrued in the financial statements referenced in Section 5.4 hereof; (d) 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 plan for or with any employees of any Acquired Company; (e) damage to or destruction or loss of any asset or property of any Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired Companies, Company taken as a whole; (f) entry into, termination 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 total remaining commitment by or to any Acquired Company of at least $10,000; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any material asset or property of any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any material claims or rights with a value to any Acquired Company in excess of $10,000rights; (i) material change in the accounting methods used by any Acquired Company; or (j) agreement, whether oral or written, by any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since the date of the Balance SheetSheet (September 30, 1998), the Acquired Companies have Company has conducted their its businesses only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of BusinessBusiness and authorized prior to December 31, 1998) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired Companies, taken as a wholeCompany; (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 any Acquired the Company of at least $10,00025,000; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material Material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,000; (i) material Material change in the accounting methods used by any Acquired the Company; or (j) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since the date of the Balance Sheet, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, 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 any Acquired the Company of at least $10,00025,000; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,00025,000; (i) material change in the accounting methods used by any Acquired the Company; or (j) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 3.15 of the Disclosure Letter, since the date of the Interim Balance Sheet, the Acquired Companies have Company has conducted their its businesses only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee Employee or entry into any employment, severance, or similar Contract by the Company with any director, officer, or employeeEmployee; (d) 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 plan Company Employee Plan for or with any employees of any Acquired CompanyEmployees; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired Companies, taken as a wholeCompany; (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 any Acquired the Company of at least $10,00020,000; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,000; (i) material change in the accounting methods used by any Acquired the Company; or (j) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure LetterSince January 27, since the date of the Balance Sheet2006, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course of Business and Business, consistent with past practice and, except as reflected in Schedule 3.4 of the Disclosure Letter, there has not been any: (a) change in any Acquired the Company's authorized or issued capital stockMembership Interests; grant of any stock option or right to purchase shares Membership Interests of capital stock of any Acquired the Company; issuance of any security convertible into such capital stockMembership Interests; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired the Company of any shares of any such capital stockMembership Interests; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockMembership Interests; (b) amendment to the Organizational Documents of any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholdermember, manager, director, officer, or (except in the Ordinary Course ordinary course of Businessbusiness, consistent with past practice) employee or entry into any written employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any material asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, 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, bank credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to any Acquired the Company of at least $10,000100,000; (g) sale (other than sales of inventory in the Ordinary Course of Business)sale, lease, or other disposition of any material asset or property of any Acquired the Company (other than sales of inventory, consumption of disposables and collections of receivables in the ordinary course of business, consistent with past practice) or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any Intellectual Property Assets of the Intellectual Property AssetsCompany; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,000100,000; (i) material change in the accounting methods used by any Acquired Companythe Company except as set forth in the footnotes to the Preliminary Closing Balance Sheet; or (j) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since the date of Since the Balance SheetSheet Date, the Acquired Companies have each Seller has conducted their businesses its business only in the Ordinary Course of Business Business, except as expressly required by the terms of any Transaction Document, and there has not been any: : (a) change in any Acquired Company's authorized Seller’s membership interest, financial rights, or governance rights or issued capital stock; , grant of any stock option or right to purchase shares of capital stock or any membership interest, financial rights, or governance rights of any Acquired Company; Seller or issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired Company of any shares of any such capital stockinterest or right; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stock; (b) amendment to the Organizational Governing Documents of any Acquired Company; Seller; (c) payment (except in the Ordinary Course of Business) or increase by any Acquired Company Seller of any bonuses, salaries, or other compensation to any stockholdershareholder, director, member, manager, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, member, manager, officer, or employee; ; (d) adoption of, amendment to or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any Acquired Company; Employee Benefit Plan; (e) damage to or destruction or loss of any asset or property of any Acquired CompanyAsset, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired Companies, taken as a whole; ; (f) entry into, termination of, 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 any Acquired Company Seller of at least $10,000; ; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired Company, including the sale, lease, or other disposition of any of Acquired Asset (including the Intellectual Property Assets; ) or the creation of any Encumbrance on any Acquired Asset; (h) cancellation written indication by any insurance broker, insurance agent, program administrator, Carrier, Client, or waiver of any claims or rights other Third Party with a value material business relationship with any Seller of an intention to discontinue or change the terms of its relationship with any Seller, which discontinuance or change could reasonably be expected to cause a Material Adverse Change to any Acquired Company in excess of $10,000; Seller or the Insurance Business; (i) material change in the accounting methods used by any Acquired CompanySeller; or or (j) agreement, whether oral or written, Contract by any Acquired Company Seller to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter3.19, since the date of the Balance Sheet, Seller has conducted the Acquired Companies have conducted their businesses Business only in the Ordinary Course of Business and there has not been any: (ai) change in any Acquired CompanySeller's authorized membership interest ownership, or issued capital stock; (ii) grant of any stock option or right to purchase shares a membership interest of capital stock of any Acquired Company; Seller or issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by 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 stockmembership interest; (b) amendment to the Organizational Governing Documents of any Acquired CompanySeller; (c) payment or increase by any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) by Seller of any bonuses, salaries or other compensation to any member, manager, officer or employee or entry into any employment, severance, severance or similar Contract with any director, officer, officer or employee; (d) adoption of, amendment to or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any Acquired CompanyEmployee Plan; (e) damage to or destruction or loss of any asset or property Asset in excess of $5,000 for any Acquired Companyindividual Asset and $15,000 in the aggregate for all Assets, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired Companies, taken as a whole; (f) except as disclosed in Part 3.20(a), entry into, termination of, of or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, credit or similar agreementContract to which Seller is a party, or (ii) any Contract or transaction involving a total remaining commitment by or to any Acquired Company Seller of at least $10,00075,000; (g) sale sale, lease or other disposition of any Asset or property of Seller (including the Intellectual Property Assets) or the creation of any Encumbrance on any Asset (other than sales sales, leases or other dispositions of inventory Inventories in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired Company Seller in excess of $10,00050,000; (i) any written notification from customer or supplier of an intention to discontinue or change the terms of its relationship with Seller; (j) material change in the accounting methods used by any Acquired CompanySeller; or (jk) agreement, whether oral or written, Contract by any Acquired Company Seller to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 on Section 3.18 of the Disclosure LetterSchedule, since the date January 8, 2013, each of the Balance Sheet, the Acquired Companies have has conducted their businesses its business only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired Company's the authorized or issued capital stockCapital Stock of any of the Acquired Companies; grant of any stock option or right to purchase shares of capital stock Capital Stock of any of the Acquired CompanyCompanies; issuance of any security convertible into such capital stockCapital Stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any of the Acquired Company Companies of any shares of any such capital stockCapital Stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockCapital Stock of any of the Acquired Companies (except as required pursuant to Article Fourth, Section C(2) of the Company Certificate of Incorporation); except in each case for issuances of Company Capital Stock upon the exercise of Company Options or Company Warrants; (b) amendment to the Organizational Documents of any of the Acquired CompanyCompanies; (c) payment or increase by any of the Acquired Company Companies of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (employee, except in the Ordinary Course of Business) employee Business or as may be required under existing agreements with officers or employees of the Acquired Companies, or entry into any employment, severance, change of control or similar Contract with any director, officer, or employee; (d) 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 plan for or with any officers or employees of any of the Acquired CompanyCompanies; (e) damage to or destruction or loss of any asset or property of any of the Acquired CompanyCompanies, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial conditionthat has resulted, or prospects of the Acquired Companiesmay result, taken as in a wholeCompany Material Adverse Effect; (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 any of the Acquired Company Companies of at least $10,000500,000; (g) sale (other than sales of inventory in the Ordinary Course of Business)sale, lease, or other disposition of any material asset or property of any of the Acquired Company Companies or mortgage, pledge, or imposition of any lien or other encumbrance Lien on any material asset or property of any of the Acquired CompanyCompanies other than in the Ordinary Course of Business, including the sale, lease, or other disposition of any of the material Intellectual Property Assetsof any the Acquired Companies other than the non-exclusive license of Company Intellectual Property to customers in the Ordinary Course of Business; (h) cancellation or waiver of any claims or rights with a value to any of the Acquired Company Companies in excess of $10,000500,000 individually or in the aggregate; (i) material change in the financial accounting methods or Tax accounting methods used by any of the Acquired CompanyCompanies; (j) the disposal, or permission to lapse, of any material rights to use any invention, patent, trademark or other intellectual property rights, disclosure of any trade secrets or other confidential information of any of the Acquired Companies to a third party other than to customers of the Acquired Companies in the Ordinary Course of Business or failure to maintain in force any patent, trademark, copyright or any application therefor; (k) material change to any royalty arrangements to which any Acquired Company is a party or to which any of the assets or properties of any of the Acquired Companies are subject; (l) participation in and/or preparation for any arbitration, trial, hearing or other proceeding or adjudication of any kind, whether before a court, judge, agency, arbitrator, panel or any other type of adjudicator or official, concerning any claim(s) of any kind against any Acquired Company and/or any of their respective directors, officers, executives, managers, or employees; or (jm) agreement, whether oral or written, by any of the Acquired Company Companies to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since Since the date of the Balance Sheet, the Acquired Companies Company have conducted their businesses only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 stockstock other than a dividend payment to Szlam by the issuance of the Dividend Note; (b) except for the February 7, 1997 amendment to its Articles of Incorporation, any amendment to the Organizational Documents of any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, 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 any Acquired the Company of at least $10,000250,000; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,000250,000; (i) material change in the accounting methods used by any Acquired the Company; or (j) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as may be set forth in Part 3.16 of the Disclosure LetterExhibit I, since the date of the Balance Sheet, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course ordinary course of Business business and there has not been any: (a) change in any Acquired the Company's ' authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 organizational documents of any Acquired the Company; (c) payment or increase by any Acquired the Company of any extraordinary bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course ordinary course of Businessbusiness) employee or entry into any employment, severance, or similar Contract contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) material damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, 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 contract or transaction involving a total remaining commitment by or to any Acquired the Company of at least $10,00025,000; (g) sale (other than sales of inventory in the Ordinary Course ordinary course of Businessbusiness), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,000;25,000; or (i) material change in the accounting methods used by any Acquired the Company; or (j) agreement, whether oral or written, by any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure LetterEXHIBIT 3.14 hereof, since the date of the Interim ------------ Balance Sheet, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired Companystock; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired Company; (c) payment or increase by any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employeeEmployee of the Company; (dc) 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 plan for or with any employees Employees of any Acquired the Company; (ed) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired Companies, taken as a wholeCompany; (fe) other than the entry into new Telephone Operating and Licensing Agreements in the ordinary course of business, 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 any Acquired the Company of at least $10,00050,000; (gf) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (hg) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,000; (ih) material change in the accounting methods used by any Acquired the Company; (i) material change in the financial condition, assets, liabilities or business of the Company; (j) adverse Order affecting the Company or the Company's business; (k) change in the method of collecting accounts receivable or acceleration in the collection of accounts receivable; (l) failure to pay expenses incurred in connection with the operation of the Company on a timely basis; or (jm) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since Since the date of the Balance Sheet, the Acquired Companies Company have conducted their businesses only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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) any amendment to the Organizational Documents of any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, 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 any Acquired the Company of at least $10,000250,000; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,000250,000; (i) material change in the accounting methods used by any Acquired the Company; or (j) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 Schedule 4.1(n) of the Disclosure LetterLetter or as a result of the transactions contemplated herein, since the date August 1, 1998 each of the Balance Sheet, Transferor and the Acquired Companies Company have conducted their businesses business only in the Ordinary Course ordinary course of Business business and there has not been any: (ai) change in any Acquired the Company's authorized or issued capital stockMembership Interests; grant of any stock option or right to purchase shares of capital stock of any Acquired CompanyMembership Interests; issuance of any security convertible into such capital stock; grant of any registration rightsMembership Interests; purchase, redemption, retirement, or other acquisition by any Acquired the Company of any shares of any such capital stockMembership Interests; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockMembership Interests; (bii) amendment to the Organizational Documents organizational documents of any Acquired the Company, except as contemplated in the Limited Liability Company Agreement; (ciii) payment (A) increase, decrease or increase by modification of, nor any Acquired Company commitment to increase, decrease or modify, the rate or terms of any bonuses, salaries, compensation (including base salary or other compensation bonus) payable or to become payable to any stockholder, director, officerofficer or director of the Transferor or the Company, or (B) adoption, entry into, modification or amendment of, nor any commitment to adopt, enter into, modify or amend the terms of any Employee Plan, except in connection with the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employeetransactions contemplated by this Agreement; (d) 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 plan for or with any employees of any Acquired Company; (eiv) damage to or destruction or loss of any asset or property of any Acquired the Transferor or the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, or financial condition, or prospects condition of the Acquired CompaniesTransferor or the Company, taken as a whole; (fv) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, creditof, or similar agreementcancellation or waiver of any claims or rights with respect to, any material contract to which Transferor or (ii) any Contract the Company are or transaction involving a total remaining commitment by or to any Acquired Company of at least $10,000were parties; (gvi) sale (other than sales of inventory in the Ordinary Course ordinary course of Businessbusiness), lease, or other disposition of any material asset or property of the Transferor or the Company, distribution of any Acquired Company dividend (whether in kind or in cash), or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Transferor or the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired Company in excess of $10,000; (ivii) material change in the accounting methods used by any Acquired the Transferor or Company; or (jviii) agreement, whether oral agreement in writing by the Transferor or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since Since the date of the Balance Sheet, the Acquired Companies Sellers have conducted their businesses only in the Ordinary Course ordinary course of Business business and there has not been any: (a) change in any Acquired Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by 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 any Acquired CompanySeller; (cb) payment or increase by any Acquired Company Seller of any bonuses, salaries, salaries or other compensation to any stockholder, director, officerofficer or employee, or (except in the Ordinary Course ordinary course of Business) employee business, or entry into any employment, severance, severance or similar Contract with any director, officer, officer or employee; (dc) adoption 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 plan for or with any employees of any Acquired CompanySeller; (ed) damage to or destruction or loss of any asset or property of any Acquired CompanySeller, whether or not covered by insurance, materially and adversely affecting the propertiesexcept for such damage, assets, business, financial condition, destruction or prospects of the Acquired Companies, taken as loss that would not have a wholeMaterial Adverse Effect; (fe) entry into, termination of, of or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, credit or similar agreement, agreement or (ii) any Contract or transaction involving a total remaining commitment by or to any Acquired Company Seller of at least $10,000, excluding any purchase and sales orders relating to inventory entered into or terminated in the ordinary course of business; (gf) sale (other than sales of inventory in the Ordinary Course ordinary course of Businessbusiness), lease, lease or other disposition of any material asset or property of any Acquired Company Sellers, taken as a whole, or mortgage, pledge, pledge or imposition of any lien or other encumbrance Encumbrance on any material asset or property of any Acquired CompanySellers, taken as a whole, including the sale, lease, lease or other disposition of any of the Intellectual Property Assetsowned by Sellers; (hg) cancellation or waiver of any claims or rights with a value to any Acquired Company Seller in excess of $10,000; (ih) material change in the accounting methods used by any Acquired CompanySeller; or (ji) agreement, whether oral or written, by any Acquired Company Seller to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 Schedule 4.13 of the Disclosure Letter, since the date of the Buyer’s Balance Sheet, the Acquired Companies have Buyer has conducted their its businesses only in the Ordinary Course of Business and there has not been any: (a1) change Change in any Acquired Company's the authorized or issued capital stockstock of the Buyer; grant of any stock option or right to purchase shares of capital stock of any Acquired Companythe Buyer; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired Company the Buyer 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; (b2) amendment Amendment to the Organizational Documents of any Acquired Companythe Buyer; (c3) payment Payment or increase by any Acquired Company the Buyer of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d4) adoption Adoption of, or increase in the payments to or benefits under, any profit sharing, sharing bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any Acquired Companythe Buyer; (e5) damage to Cancellation or destruction or loss waiver of any asset claims or property rights with a value to the Buyer in excess of any Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired Companies, taken as a whole$10,000; (f6) entry Entry into, termination of, or receipt of written 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 any Acquired Company the Buyer of at least $10,000; (g7) sale Material change in the accounting methods used by the Buyer; 8) Sale (other than sales of inventory inventory, products and services in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired Company the Buyer or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of any Acquired Companythe Buyer, including the sale, lease, lease or other disposition of any of the Intellectual Property AssetsProperty; (h9) cancellation or waiver of any claims or rights with a value to any Acquired Company in excess of $10,000; (i) material change in the accounting methods used by any Acquired Company; or (j) agreementAgreement, whether oral or written, by any Acquired Company the Buyer to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 Schedule 3.13 of the Disclosure LetterSchedule, since the date of the Balance SheetOctober 16, the Acquired Companies have 1996, Seller has conducted their businesses its business only in the Ordinary Course of Business and there has not been any: (a) change A. Change in any Acquired CompanySeller's authorized or issued capital stockownership; grant of any stock option or right to purchase shares any Interest of capital stock of any Acquired CompanySeller; issuance of any security convertible into such capital stockInterest; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired Company Seller of any shares of any such capital stockInterest; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockany Interest in Seller; (b) amendment B. Amendment to the Organizational Documents of any Acquired CompanySeller; (c) payment C. Payment or increase by any Acquired Company Seller of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) adoption D. 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 plan for or with any employees of any Acquired CompanySeller; (e) damage E. Damage to or destruction or loss of any asset or property of any Acquired CompanySeller, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesSeller, taken as a whole; (f) entry 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, agreement or (ii) any Contract or transaction involving a total remaining commitment by or to any Acquired Company Seller of at least Five Thousand and No/100 Dollars ($10,0005,000.00); (g) sale G. Sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired Company Seller or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired CompanySeller, including the sale, lease, or other disposition of any of the Intellectual Property AssetsSoftware and Intangibles; (h) cancellation H. Cancellation or waiver of any claims or rights with a value to any Acquired Company Seller in excess of Five Thousand and No/100 Dollars ($10,0005,000.00); (i) material I. Material change in the accounting methods used by any Acquired CompanySeller; or (j) agreementJ. Agreement, whether oral or written, by any Acquired Company Seller to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure LetterSchedule 6(p), since the date of the Balance Sheet, the Acquired Companies have conducted their businesses only in the Ordinary Course of Business and there has not been any: (ai) change in any Acquired Company's ’s authorized or issued capital stockstock or share capital; grant of any stock option or right to purchase shares of capital stock or share capital of any Acquired Company; issuance of any security convertible into such capital stockstock or share capital; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired Company of any shares of any such capital stockstock or share capital; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockstock or share capital; (bii) amendment to the Organizational Documents of any Acquired Company; (ciii) payment or increase by any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officerofficer or (except, or other than in the case of severance, in the Ordinary Course of Business) employee; (div) 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 plan for or with any employees of any Acquired Company; (ev) damage to or destruction or loss of any asset or property of any Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the any Acquired Companies, taken as a wholeCompany; (fvi) 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 other Contract or transaction involving a total remaining commitment by or to any Acquired Company of at least $10,00025,000; (gvii) sale (other than sales of inventory in the Ordinary Course of Business)sale, lease, or other disposition of any asset or property of any Acquired Company (except in the Ordinary Course of Business and not exceeding a net book value of $25,000 in the aggregate) or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of any Acquired Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (hviii) cancellation or waiver of any claims or rights with a value to any Acquired Company in excess of $10,00025,000; (iix) material change in the accounting methods used by any Acquired Company; or (jx) agreement, whether oral or written, by any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since the date of the Balance Sheet, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, distributions or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, 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 any Acquired the Company of at least $10,000;. (g) sale (other than sales of inventory except in the Ordinary Course of Business), sale, lease, or other disposition of any asset or property (other than inventory in the Ordinary Course of any Acquired Business) of the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assetsintellectual property assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,000; (i) material change in the accounting methods used by any Acquired the Company; or (j) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 4.12 of the MYG Disclosure Letter, since the date of the MYG Balance Sheet, the Acquired Companies have MYG has conducted their businesses MYG's business only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired CompanyMYG's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired CompanyMYG; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired Company MYG 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 any Acquired CompanyMYG; (c) payment or increase by any Acquired Company MYG of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) adoption of, or increase in the payments to or benefits underpursuant to, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any Acquired CompanyMYG; (e) damage to or destruction or loss of any asset or property of any Acquired CompanyMYG, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesMYG, 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 any Acquired Company MYG of at least $10,00010,000.00; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired Company MYG or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired Company, including the sale, lease, or other disposition of any of the Intellectual Property AssetsMYG; (h) cancellation or waiver of any claims or rights with a value to any Acquired Company MYG in excess of $10,00010,000.00; (i) material change in the accounting methods used by any Acquired CompanyMYG; or (j) agreement, whether oral or written, by any Acquired Company MYG to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since the date of the Balance SheetSheet Date, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course of Business Business, and there has not been any: (a) issuance of or change in any Acquired Company's the authorized or issued capital stock; grant Equity Securities of any stock option or right to purchase shares of capital stock of any Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired Company of any shares Equity Security of any such capital stockCompany; or declaration or payment of any dividend or other distribution or payment in respect of shares the Equity Securities of capital stockCompany; (b) amendment to the Organizational Documents of any Acquired Company; (c) payment other than any payments by Company of bonuses, salaries, benefits, or other compensation in the Ordinary Course of Business, payment, increase or decrease by any Acquired Company of any bonusesbonus, salariessalary, benefit, or other compensation to any stockholderholder of an Equity Security, director, manager, officer, employee, or (except in the Ordinary Course of Business) employee consultant or entry into or amendment of any employment, severance, bonus, retirement, loan, or similar other Contract with any holder of any Equity Security, director, manager, officer, employee, or employeeconsultant; (d) adoption of, amendment to, or material increase or decrease in the payments to or benefits under, under any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any Acquired CompanyEmployee Plan; (e) damage to or destruction or loss of any asset owned or property of any Acquired used by Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired Companies, taken as a whole; (f) entry into, termination modification, termination, or expiration of, or receipt of notice of termination of, any Applicable Contract listed in Part 3.17(a) 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 any Acquired Company of at least $10,000the Disclosure Letter; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired Company or mortgage, pledgeof, or imposition of any lien or other encumbrance an Encumbrance on any material asset owned or property of any Acquired used by Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation release or waiver of any claims claim or rights right of Company with a value to any Acquired Company in excess of $10,000; (i) material change in the accounting methods used by any Acquired Company; or; (j) agreementcapital expenditure (or series of related capital expenditures) by Company either involving more than $10,000 or outside the Ordinary Course of Business; (k) capital investment in, whether oral loan to, or writtenacquisition of the securities or assets of, any Person (or series of related capital investments, loans, and acquisitions) by Company either involving more than $10,000 or outside the Ordinary Course of Business or acquisition (by merger, exchange, consolidation, acquisition of Equity Securities or assets, or otherwise) of any Acquired Person by Company; (l) note, bond, debenture, or other indebtedness for borrowed money issued, created, incurred, assumed, or guaranteed (including advances on existing credit facilities) involving more than $10,000 individually or $25,000 in the aggregate by Company; (m) Contract by Company or Seller to do any of the foregoing; or (n) other material occurrence, event, action, failure to act, or transaction outside the Ordinary Course of Business involving Company.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure LetterSchedule 3.12, since the date of the Balance Sheet, the Acquired Companies have Company has conducted their its businesses only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, 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 any Acquired the Company of at least $10,000250,000.00; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,000250,000.00; (i) material change in the accounting methods used by the Company; (j) material change in the present policies and practices of the Company; (k) entering into any Acquired Companynew property or equipment leases, or incurring additional debt except for ordinary working capital; or (jl) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letteron Schedule 2.15, since the date of the Balance Sheet, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course ordinary course of Business business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course ordinary course of Businessbusiness) employee or entry into any employment, severance, or similar Contract contract with any director, officer, or employee; (d) adoption of, or increase in the payments to or benefits under, any profit profit-sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, 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 contract or transaction involving a total remaining commitment by or to any Acquired the Company of at least $10,00050,000; (g) sale (other than sales of inventory in the Ordinary Course ordinary course of Businessbusiness), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property AssetsAssets (as herein defined); (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,00050,000; (i) material change in the accounting methods used by any Acquired the Company; or (j) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 3.15 of the Disclosure Letter, since the date of the Balance Sheet, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, taken as a whole; (f) entry into, termination of, or receipt of actual, specific notice of termination of (i) any license, distributorshipbroker, dealeragent, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to any Acquired the Company of at least $10,000 or (iii) termination of any client which represents annual commissions exceeding $10,000; (g) sale (other than sales of inventory in the Ordinary Course of Business)sale, lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired Company in excess of $10,000rights; (i) material change in the accounting methods used by any Acquired the Company; or (j) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letteron Schedule 3.17, since the date of the Balance SheetSheet (which is as of August 31, 1996), the Acquired Companies have Company has conducted their its businesses only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option option, warrant or other right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, salaries or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, 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 any Acquired the Company of at least $10,0005,000; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,0005,000; (i) material change in the accounting methods used by the Company; (j) material change in any Acquired tax reporting practice (including, without limitation, any related election) by the Company; or (jk) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 3.15 of the Disclosure Letter, since the date of the Balance Sheet, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract or commitment with any director, officer, or employeeemployee or the adoption of any severance policy applicable to employees in general; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, taken as a whole; (f) entry into, termination 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 total remaining commitment by or to any Acquired the Company of at least $10,00010,000 (except for Contracts or transactions entered into in the Ordinary Course of Business with the Company's customers or vendors which do not exceed, individually, a commitment of $50,000); (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired Company, the Comapany including the sale, lease, or other disposition of any of the Intellectual Property Assets, in any case greater than $10,000; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,000; (i) material change in the accounting methods used by the Company; (j) any Acquired Companyhiring of new employees except as replacements for persons whose employment with the Company terminated since such date, or the hiring of any employee at an annual compensation rate of $75,000 or more per year; or (jk) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since Since the date of the Balance Sheet, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Businessbusiness) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) adoption of, or increase in the payments to or benefits under, of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, taken as a whole; (f) entry into, termination of, or receipt of or notice of termination of or (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 any Acquired the Company of at least $10,00010,000.00; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired Company in excess of $10,000; (i) material change in the accounting methods used by any Acquired Company; or (j) agreement, whether oral or written, by any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter(a) Since September 30, since the date of the Balance Sheet2004, the Acquired Companies have Up2004snap has conducted their its businesses only in the Ordinary Course ordinary course of Business business and there has not been any: (ai) change Change in any Acquired CompanyUp2004snap's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired CompanyUp2004snap; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, retirement or other acquisition by any Acquired Company Manu Forti 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 certificate of any Acquired Companyincorporation, bylaws or other organizational documents of Up2004snap; (ciii) payment or increase by any Acquired Company Up2004snap of any bonuses, salaries, or other compensation to any stockholder, director, officer, employee, or stockholder (except to directors, officers, employees, or stockholders in the Ordinary Course ordinary course of Businessbusiness) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (div) adoption of, or increase in the payments to or benefits underin, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any Acquired CompanyUp2004snap; (ev) damage to or destruction damage, destruction, or loss of to any asset or property of any Acquired CompanyUp2004snap, whether or not covered by insurance, affecting materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesUp2004snap, taken as a whole; (fvi) entry into, termination oftermination, or receipt of notice of termination of (ia) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (iib) any Contract or transaction involving a total remaining commitment by or to any Acquired Company Up2004snap of at least $10,00025,000; (gvii) sale (other than sales of inventory in the Ordinary Course ordinary course of Businessbusiness), lease, or other disposition of any asset or property of any Acquired Company Up2004snap or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired CompanyUp2004snap, including including, without limitation, the sale, lease, or other disposition of any of the Intellectual Property Assetsintellectual property; (hviii) cancellation or waiver of any claims or rights with a value to any Acquired Company Up2004snap in excess of $10,00025,000; (iix) conduct of business or entering into any transaction, other than in the ordinary course of business of Up2004snap; (x) material change in the accounting methods used followed by any Acquired CompanyUp2004snap; orand (jxi) agreement, whether oral or writtennot in writing, by any Acquired Company to do any of the foregoingforegoing by Up2004snap.

Absence of Certain Changes and Events. Except as Unless set forth in Part 3.16 of the Disclosure Letter, since the date of the Balance Sheet, the Acquired Companies Company have conducted their businesses only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stockownership or membership interest; grant of any stock option ownership or membership interest or right to purchase shares such ownership or membership interest of capital stock of any Acquired the Company; issuance of any security convertible into such capital stockownership or membership interest; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired the Company of any shares ownership or membership interest of any such capital stockany; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockany such membership or ownership interest; (b) amendment to the Organizational Documents of any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, 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 any Acquired Company of at least $10,000with the Company; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired Company in excess of $10,000for the Company; (i) material change in the accounting methods used by any Acquired the Company; or; (j) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing; or (k) any event occurrence, development or state of circumstances or facts which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on either Seller, either of the Company or Buyer.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 3.18 of the Disclosure LetterSchedule, since the date of the Interim Balance Sheet, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee, or debt issued or advances made to any shareholder, director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, which damage, destruction or loss has materially and adversely affecting affected the properties, assets, business, or financial conditioncondition of the Company, or taken as a whole, or, to the Knowledge of Sell▇▇▇, ▇▇▇, ▇▇d the Company, the prospects of the Acquired CompaniesCompany, taken as a whole; (f) entry into, amendment or termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, nonemployee sales representative, joint venture, credit, or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to any Acquired the Company of at least $10,00025,000.00 outside of the Ordinary Course of Business; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or 28 other disposition of any asset or property of any Acquired the Company with a value of $25,000 or greater, or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) purchase outside the Ordinary Course of Business of any asset or property for more than $25,000.00; (i) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,00025,000.00; (ij) repayment of any debt other than debt disclosed in the Balance Sheet or the Interim Balance Sheet or incurred in the Ordinary Course of Business since the respective dates thereof; (k) material change in the accounting methods used by any Acquired the Company; or (jl) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 Schedule 4.15 of the Disclosure LetterMemorandum or as expressly contemplated by this Agreement, since the date of the Balance Sheet, with respect to Pretty ▇▇▇▇▇ ▇▇▇ or the Acquired Companies have Assets, Seller has conducted their businesses its business only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired Company's authorized or issued capital stock; grant increase of any stock option or right to purchase shares of capital stock of any Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by 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 any Acquired Company; (c) payment or increase by any Acquired Company of any bonuses, salaries, salaries or other compensation to any stockholder, director, officer, officer or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (db) 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 plan for or with any employees of any Acquired Companyits employees; (ec) damage to or destruction or loss of any asset or property of any Acquired Companyits assets, whether or not covered by insurance, materially and adversely affecting the its properties, assets, business, financial condition, or prospects of the Acquired Companiesprospects, taken as a whole; (fd) 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 any Acquired Company it of at least $10,0005,000; (ge) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired Company its assets or mortgage, pledge, or imposition of any lien or other encumbrance on any of its material asset or property of any Acquired Companyassets, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (hf) cancellation or waiver of any claims or rights with a value to any Acquired Company it in excess of $10,0005,000; (ig) material change in the accounting methods used by any Acquired Companyit; or (jh) agreement, whether oral or written, by any Acquired Company it to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 3.1(q) of the Disclosure LetterSchedule, since the date of the Balance Sheet, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course of Business and there has not been any: any (ai) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible convertible, into such capital stock; grant of any registration rights; purchase, redemption, retirement, retirement or other acquisition by any Acquired 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; ; (bii) amendment to the Organizational Documents of any Acquired the Company; , (ciii) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; ; (div) adoption of, or increase in the payments to or benefits under, any profit profit-sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any Acquired the Company; ; (ev) damage to or destruction or loss of any asset or property of any Acquired the Company, or the Real Estate, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired Companies, taken as a whole; ; (fvi) entry into, termination of, or receipt of notice of termination of (iA) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (iiB) any Contract or transaction involving a total remaining commitment by or to any Acquired the Company of at least Ten Thousand Dollars ($10,000; ); (gvii) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or the Real Estate, or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired Companythe Company or the Real Estate, including the sale, lease, or other disposition of any of the Intellectual Property Assets; ; (hviii) cancellation or waiver of any claims or rights, including but not limited to claims or rights of the Sellers or the Company with a value respect to any Acquired Company in excess of $10,000; the Real Estate; (iix) material change in the accounting methods used by any Acquired the Company; or or (jx) agreement, whether oral or written, by any Acquired the Sellers or the Company to do any of the foregoing; except, however, for the Letter of Intent referred to in Section 9.8 hereof and this Agreement.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since the date of the Balance Sheet, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course ordinary course of Business business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholdershareholder, director, officer, or (except in the Ordinary Course ordinary course of Businessbusiness) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of the Company (including without limitation the discovery of any Acquired bug or virus in any of the Intellectual Property Assets of the Company), whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, taken as a whole; (f) entry into, termination of, or receipt of notice of termination of (i) any licenselicense (other than end-user licenses in the ordinary course of business), 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 the Company of at least $10,00085,000; (g) sale (other than sales of inventory in the Ordinary Course ordinary course of Businessbusiness), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,00025,000; (i) material change in the accounting methods used by any Acquired the Company; or (j) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since the date of Since the Balance SheetSheet Date, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course ordinary course of Business business and there has not been any: (a) other than (i) in accordance the terms of that certain Stock Purchase Agreement, executed prior to the Effective Time and dated on or about the date hereof, between the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and (ii) in connection with the exercise of the Company Options, change in any Acquired the Company's authorized or issued capital stock; grant split, combination or reclassification of the Company's capital stock; grant, termination or cancellation of any stock option option, stock appreciation right or similar right or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired CompanyDocuments; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholdershareholder, director, officer, or (employee, except in the Ordinary Course ordinary course of Business) employee or business, or, except as entered into pursuant to this Agreement, entry into any employment, severance, or similar Contract contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any material asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or 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 any Acquired Company of at least $10,000; (g) sale (other than sales of inventory in the Ordinary Course ordinary course of Businessbusiness), lease, or other disposition of any material asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of the Company; (g) acquisition (or agreement to acquire) by the Company of any Acquired Companyother Person or the assets or business operations of any Person by merger, including the saleconsolidation, leasepurchase of stock or assets, or in any other disposition of any of the Intellectual Property Assetsmanner; (h) cancellation or waiver incurrence of any claims or rights indebtedness for borrowed money by the Company, except for lease obligations and trade payables incurred in the ordinary course of business, the Audit Expense (which are to be assumed and paid by Purchaser as provided under Section 7.2), and expenses incurred in connection with a value to any Acquired Company in excess of $10,000the Contemplated Transactions; (i) payment, discharge or satisfaction of any material Liability by the Company, except for (i) the payment, discharge or satisfaction of Liabilities in the ordinary course of business, 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 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 any Acquired the Company from those established in connection with the Company's 2005 audit; or (jp) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 3.14 of the Disclosure Letter, since the date of the Interim Balance Sheet, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course ordinary course of Business business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired CompanyDocuments; (c) material payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course ordinary course of Businessbusiness) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) adoption of, or material increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any Acquired the Company; (e) material damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired Companies, taken as a wholeCompany; (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 any Acquired the Company of at least $10,00025,000; (g) sale (other than sales of inventory in the Ordinary Course ordinary course of Businessbusiness), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,00025,000; (i) material change in the accounting methods used by any Acquired the Company; or (j) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Universal Disclosure Letter, since the date of the Universal Balance Sheet, the Acquired Companies have Universal has conducted their businesses Universal's business only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired CompanyUniversal's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired CompanyUniversal; issuance of any security Security Asset convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired Company Universal 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 any Acquired CompanyUniversal; (c) payment or increase by any Acquired Company Universal of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) adoption of, or increase in the payments to or benefits underpursuant to, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any Acquired CompanyUniversal; (e) damage to or destruction or loss of any asset or property of any Acquired CompanyUniversal, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesUniversal, 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 any Acquired Company Universal of at least $10,00010,000.00; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired Company Universal or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired CompanyUniversal, including the sale, lease, or other disposition of any of the Universal Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired Company Universal in excess of $10,00010,000.00; (i) material change in the accounting methods used by any Acquired CompanyUniversal; or (j) agreement, whether oral or written, by any Acquired Company Universal to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure LetterSchedule 3.17, since the date of the Balance SheetDecember 31, 1998, the Acquired Companies have Company has conducted their businesses the ------------- Business only in the Ordinary Course ordinary course of Business business consistent with past practice and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) any extraordinary payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract contract with any director, officer, officer or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired Companythe Company (including the System), whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired Companies, taken as having a wholeMaterial Adverse Effect; (f) entry into, amendment to, termination of or modification of, or receipt of notice of termination of or modification of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract contract or transaction involving a total remaining commitment by or to any Acquired the Company of at least $10,00025,000; (g) sale (other than sales of inventory in the Ordinary Course of Business)sale, lease, lease or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, pledge or imposition of any lien or other encumbrance Encumbrance on any material asset or property the Stock except in the ordinary course of any Acquired Company, including the sale, lease, or other disposition of any of the Intellectual Property Assetsbusiness; (h) amendment, termination, compromise, cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,00025,000 or waiver of any other rights of substantial value to the Company; (i) material change in the accounting methods or practices used by the Company other than such changes required by GAAP; (j) discharge or release of any Acquired Encumbrance, except in the ordinary course of the Business consistent with past practice; or payment or discharge of any Liability, other than current liabilities reflected on the Balance Sheet and current liabilities incurred in the ordinary course of the Business consistent with past practice; (k) write down or write up (or failure to write down or write up in accordance with GAAP consistent with past practice) the value of any Accounts Receivable or Notes Receivable other than in the ordinary course of business consistent with past practice and in accordance with GAAP; (l) capital expenditure or commitment for any capital expenditure in excess of $5,000 individually or $25,000 in the aggregate; (m) express or deemed election or settled or compromised any liability, with respect to Taxes of the Company; (n) incurrence of any indebtedness in excess of $5,000 individually or $25,000 in the aggregate; (o) loan to, guarantee of any indebtedness or other incurrence of any indebtedness on behalf of any Person; (p) failure to pay when due any indebtedness or other amounts owed to creditors in excess of $5,000 individually or $25,000 in the aggregate; (q) entering into of any agreement, arrangement or transaction with any of the Company's directors, officers, employees or shareholders (or with any relative, beneficiary, spouse or Affiliate of such Persons); (r) disclosure of any Confidential Information or grant of, lapsing of, or abandonment of any Intellectual Property (or any right associated with any registration, grant or any application relating thereto); (s) lapse, termination, or failure to renew any consent, permit or insurance policy held by the Company; or (jt) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 the Reports and section 4.1(c) of the Disclosure Letterthis Agreement, since the date of the Latest Company Balance SheetSheets, the Acquired Companies Company and the Subsidiaries, since the date of its inception, have conducted their businesses business only in the Ordinary Course ordinary course of Business business, and there other than as contemplated by this Agreement has not been any: (a) i. change in any Acquired Company's the authorized Company Capital Stock or the authorized or issued capital stockstock of the Subsidiaries; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any equity lines of credit, security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by 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) ii. amendment to the Organizational Documents of any Acquired Companythe Company or the Subsidiaries; (c) payment or increase by any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired Company; (e) iii. damage to or destruction or loss of any material asset or property of any Acquired Companythe Company or the Subsidiaries, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired Companies, taken as causing a wholeMaterial Adverse Effect; (f) iv. entry into any transaction other than in the ordinary course of business or the entry into, termination of, or receipt of written notice of termination of any material (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Contract contract or transaction involving a total remaining commitment by or to any Acquired Company of at least $10,000transaction; (g) v. sale (other than sales of inventory in the Ordinary Course ordinary course of Businessbusiness), lease, or other disposition of any asset or property of any Acquired the Company or the Subsidiaries or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired Company, including the sale, lease, Company or other disposition of any of the Intellectual Property AssetsSubsidiaries; (h) cancellation or waiver of any claims or rights with a value to any Acquired Company in excess of $10,000; (i) vi. material change in the accounting methods used by any Acquired Companythe Company or the Subsidiaries; or (j) vii. agreement, whether oral or written, by any Acquired the Company or the Subsidiaries to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since the date of the Balance Sheet, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, 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 any Acquired the Company of at least $10,000; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,000; (i) material change in the accounting methods used by any Acquired the Company; or (j) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since the date of the Balance SheetInterim Financial Statements, the each Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by 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 any Acquired Company; (c) payment or increase by any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired Company; (e) damage to or destruction or loss of any asset or property of any Acquired Company, whether or not covered by insurance, materially and adversely affecting greater than Two Hundred Fifty Thousand Dollars ($250,000) in a single instance or in the properties, assets, business, financial condition, or prospects of the Acquired Companies, taken as a wholeaggregate; (f) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, contractor, supplier, service, joint venture, credit, or similar agreement, or (ii) any Contract or transaction (excluding leases of real or personal property) involving a total remaining commitment by or to any Acquired Company of at least Ten Thousand Dollars ($10,000); (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired Company, including the sale, lease, or other disposition of any of the Intellectual Property Assetssuch Acquired Company's intellectual property; (h) cancellation or waiver of any claims or rights with a value to any Acquired Company in excess of $10,000; (i) material change in the accounting methods used by any Acquired Company; (i) transaction by any Acquired Company with a Related Person except as expressly required by or described in this Agreement; (i) additional borrowing under existing credit facilities other than borrowings of up to one million dollars ($1,000,000) under the Company's existing short-term line of credit, (ii) failure to make any timely payment on an existing credit facility, or (iii) additional long term liability, incurred by the Acquired Companies; or (jk) agreement, whether oral or written, by Seller or any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since the date of the Balance SheetJanuary 1, 2001, the Acquired Companies have Company has conducted their its businesses only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employeeemployee (except in the Ordinary Course of Business); (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, 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 any Acquired the Company of at least $10,00010,000.00; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,00010,000.00; (i) material change in the accounting methods used by any Acquired the Company; or (j) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 3.15 of the Disclosure Letter, since the date of the Balance Sheet, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course ordinary course of Business business consistent with past practice and there has not been any: (a1) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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; (b2) amendment to the Organizational Documents of any Acquired the Company; (c3) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholdershareholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d4) 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 plan for or with any employees of any Acquired the Company; (e5) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired Companies, taken as a whole; (f6) 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 any Acquired Company of at least $10,000Contract; (g7) sale (other than sales of inventory in the Ordinary Course of Business)sale, lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) 8) cancellation or waiver of any claims or rights with a value to any Acquired Company in excess of $10,00025,000; (i9) material change in the accounting methods used by any Acquired the Company; or (j10) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure LetterSchedule 3.14, since the date of the Audited Balance Sheet, the Acquired Companies have Company has conducted their businesses its Business only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 its capital stock; (b) amendment to the Organizational Documents of any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholdershareholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of the Company, including any Acquired CompanyAsset or Assumed Liability, whether or not covered by insurance, materially and adversely affecting the Acquired Assets, Assumed Liabilities, or other properties, assets, business, financial condition, or prospects of the Acquired Companies, taken as a wholeCompany; (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 any Acquired Company of at least $10,000; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset Acquired Asset or property of any Acquired Company or mortgage, pledgeAssumed Liability, or imposition of any lien or other encumbrance on any material asset or property of the Company or imposition of any Security Interest on any Acquired CompanyAsset, including the sale, leaseAssumed Liability, or other disposition of any material asset or property of the Intellectual Property AssetsCompany; (h) cancellation or waiver of any material claims or rights with a value rights; (i) commitment by the Company to any Acquired Company expend funds individually in an amount in excess of $10,000, or when considered in the aggregate, in excess of $25,000; (ij) material change in the accounting methods used by any Acquired the Company; or (jk) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since Since the date of the Balance Sheet, the Acquired Companies have Company has conducted their its businesses only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employeeemployee other than payment of bonuses to nonshareholder employees to be paid on or before the Closing Date in the amount of no more than $650,000 which shall have been accrued on the financial statements of the Company as of September 30, 1997 and be taken into account in connection with the adjustment provisions of Section 2.5(a); (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired Companies, taken as a wholeCompany; (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 any Acquired the Company of at least $10,00010,000 other than drilling contracts in the Ordinary Course of Business; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,000; (i) material change in the accounting methods used by any Acquired the Company; or (j) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since Since the date of the Balance Sheetmost recent Buyer's Report, the Acquired Companies have Buyer has conducted their its businesses only in the Ordinary Course of Business Business, and there has not been any: (a) material change in any Acquired CompanyBuyer's authorized or issued capital stock; capital, interests, or the grant of any stock option or right to purchase shares of capital stock of any Acquired Companyinterest in Buyer; issuance of any security convertible into such capital stockcapital, income or distribution interest; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired Company of any shares Buyer of any such capital stockinterests; or declaration any undertaking or payment of any dividend or other distribution or payment in respect of shares of capital stocksuch interests; (b) amendment to the Organizational Documents of any Acquired CompanyBuyer; (c) payment or increase by any Acquired Company change in the amount of any bonuses, salaries, or other compensation to any stockholder, director, officerpartner or any holder of an income or distribution interest, or (except in the Ordinary Course any affiliate thereof or any consultant or employee of Business) employee Buyer or any partner or affiliate thereof, or entry into any employment, employment severance, . or similar Contract with any director, officer, or employeesuch Person; (d) 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 plan for or with any employees or consultants of any Acquired CompanyBuyer; (e) any other material modification in the operations, method of operations, expenditures, or timing of expenditures; (f) damage to or destruction or loss of any asset or property of any Acquired CompanyBuyer, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesBuyer, taken as a whole; (fg) 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 any Acquired Company Buyer of at least $10,00050,000; (gh) sale (other than sales of inventory in the Ordinary Course of Business)sale, lease, or other disposition of any asset or property of any Acquired Company Buyer or mortgage, . pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired Company, Buyer including the sale, lease, lease or other disposition of any of the Buyer's Intellectual Property AssetsProperty; (hi) cancellation or waiver of any claims claim or rights with a value to any Acquired Company Buyer in excess of $10,00050,000; (ij) material change in the accounting methods used by any Acquired CompanyBuyer; orand (jk) agreement, whether oral or written, by any Acquired Company Buyer to do any of the foregoing.;

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure LetterSCHEDULE 3.15, since the date of the Balance Sheet, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course ordinary course of Business business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stockstock of the Company; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course ordinary course of Businessbusiness) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired Companies, taken as a wholeCompany; (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 any Acquired the Company of at least $10,0005,000; (g) sale (other than sales of inventory in the Ordinary Course ordinary course of Businessbusiness), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,0005,000; (i) material change in the accounting methods used by any Acquired the Company; or (j) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since the date of the Balance Sheet, the Acquired Companies have Company has conducted their its businesses only in the Ordinary Course of Business and there has not been any: (a) change in any the Acquired Company's authorized or issued capital stockcapital; grant of any stock share option or right to purchase shares of capital stock of any the Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any the Acquired Company of any shares of any such capital stockshares; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockpayment; (b) amendment to the Organizational Documents of any the Acquired Company; (c) payment or increase by any the Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any the Acquired Company; (e) damage to or destruction or loss of any asset or property of any the Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, 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 any the Acquired Company of at least $10,0001,000.00 USD; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any the Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any the Acquired Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any the Acquired Company in excess of $10,000Company; (i) material change in the accounting methods used by any the Acquired Company; or (j) agreement, whether oral or written, by any the Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since the date of Since the Balance SheetSheet Date, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course ordinary course of Business business consistent with past practice and there has not been any: (ai) transfer or change of record or beneficial ownership by any member of its interest or any other Equity Interest in Company, issuance of any Acquired Company's authorized Equity Interest in Company or issued capital stock; grant of any stock option option, right, or right Derivative Security to purchase shares of capital stock of any Acquired Equity Interest in Company; issuance of , admission or agreement to admit any security convertible into such capital stock; new member to Company, grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired Company of any shares of Equity Interest in Company, or any such capital stock; or declaration or declaration, setting aside, payment of any dividend of, agreement to pay, or other distribution or payment in respect of shares of capital stockany Equity Interest in Company; (bii) amendment to the Organizational Documents certificate of any Acquired formation or operating agreement of Company; (ciii) payment or increase by any Acquired Company of any bonuses, salaries, or other compensation to any stockholdermember, directormanager, officer, officer or (except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice) employee of Company or entry into any employment, severance, or similar Contract with any director, officer, or employeesuch Person; (div) 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 plan Employee Benefit Plan for or with any employees of any Acquired Company; (ev) damage to or destruction or loss of any asset or property of any Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired Companies, taken as that would have a wholeMaterial Adverse Change; (fvi) any capital investment in, or any loan to, any other Person; (vii) any material non-budgeted capital expenditure by the Company; (viii) entry into, termination of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, creditof, or similar agreementany material change to, or (ii) any Contract or transaction involving a total remaining commitment by or to any Acquired Company of at least $10,000Material Contract; (gix) sale (other than sales of inventory in the Ordinary Course ordinary course of Businessbusiness), lease, or other disposition of any asset or property of any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance Lien on any material asset or property of any Acquired Company, including the sale, license, lease, or other disposition of any of the Intellectual Property Assetsor Intellectual Property Rights of Company; (hx) cancellation cancellation, waiver, or waiver compromise of any claims or rights with a value to any Acquired Company in excess of $10,000100,000; (ixi) material change in the accounting methods used by Company; (xii) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (xiii) change in the assets, liabilities, financial condition, or operating results of Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Change; (xiv) incurrence, assumption or guarantee of any Acquired Indebtedness; (xv) Material Adverse Change with respect to the Company; (xvi) imposition of any Lien upon any assets, tangible or intangible, of the Company; (xvii) any satisfaction or discharge of any Lien or payment of any obligation by Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Change; (xviii) any resignation or termination of any member, manager, officer, or Key Employee of Company; (xix) any loans or guaranties made by Company to or for the benefit of its employees, members, managers, officers, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (xx) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of Company; (xxi) to Caladrius’s and Company’s knowledge, any other event or condition of any character that could reasonably be expected to result in a Material Adverse Change; or (jxxii) agreementContract, whether oral or written, by any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 2.17 of the Disclosure LetterSchedule, since the date of the Balance SheetDecember 31, the Acquired Companies have 1997, ▇▇▇▇ has conducted their its businesses only in the Ordinary Course ordinary course of Business business and there has not been any: (a) change in any Acquired Company's ▇▇▇▇' authorized or issued capital stockshare capital; grant of any stock option or right to purchase shares share capital of capital stock of any Acquired Company▇▇▇▇; issuance of any security convertible into or exchangeable for such capital stockshare capital; grant of any registration rights; purchase, redemption, retirement, retirement or other acquisition by any Acquired Company ▇▇▇▇ of any shares of any such capital stockshare capital; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockshare capital; (b) amendment to the Organizational Documents of any Acquired Company▇▇▇▇ or Stockholders; (c) declaration, setting aside or payment of any dividend or distribution or making or agreeing to make any other distribution or payment in respect of its capital shares or redemption, purchase or other acquisition or agreement to redeem, purchase or acquire any of its capital shares, or the forgiveness of loans to any shareholder, officer, director or employee or otherwise; (d) except as set forth on Part 2.17(d) of the Disclosure Schedule, increase by any Acquired Company of ▇▇▇▇ in any bonuses, salaries, salaries or other compensation to any stockholdershareholder, director, officer, officer or employee (except in the Ordinary Course ordinary course of Businessbusiness) employee or entry into any employment, severance, severance or similar Contract with any director, officer, officer or employee; (de) adoption of, or increase in the payments to or benefits underunder any Plan, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan except for or with any employees increases to annual premiums in the ordinary course of any Acquired Companybusiness; (ef) damage to or damage, destruction or loss of any asset or property of any Acquired Companyloss, whether or not covered by insurance, (i) materially and adversely affecting the propertiesits business, operations, assets, business, financial condition, properties or 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) of any Contract item or transaction involving a total remaining commitment by items carried on its books of account individually or in the aggregate of more than $50,000 or any repeated, recurring or prolonged shortage, cessation or interruption of supplies or utility or other services required to any Acquired Company of at least $10,000conduct its business and operations; (g) [Intentionally Omitted]. (h) sale (other than sales of inventory or replacement of equipment in the Ordinary Course ordinary course of Businessbusiness), lease, lease or other disposition of any asset or property of any Acquired Company ▇▇▇▇ or mortgage, pledge, pledge or imposition of any lien or other encumbrance on any material asset or property of any Acquired Company▇▇▇▇, including the sale, lease, lease or other disposition of any of the Intellectual Property Assets; (hi) cancellation amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancellation, modification or waiver of any substantial debts or claims held by it or waiver of any rights of substantial value, whether or not in the ordinary course of business other than with a value to any Acquired Company in excess the prior written consent of $10,000PRG; (ij) material change in the accounting methods used by any Acquired Company; or▇▇▇▇; (jk) agreementincurrence of any liabilities, whether oral other than liabilities incurred in the ordinary course of business consistent with past practice, or writtendischarge or satisfaction of any lien or encumbrance, by or payment of any Acquired Company liabilities, other than in the ordinary course of business consistent with past practice, or failure to do pay or discharge when due any liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties other than with the foregoing.prior written consent of PRG; (l) creation of, incurrence, assumption or guarantee of any indebtedness for money borrowed, or mortgaging, pledging or subjecting of any of its assets to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever, except for Permitted Liens, other than with the prior written consent of PRG. For purposes of this Section 2.17, "Permitted Liens" shall mean (a) liens for current real or personal property taxes not yet due and payable, (b) liens disclosed in Section 2.17 of the Disclosure Schedule, (c) statutory liens for amounts not yet due and payable, and (d) liens that individually and in the aggregate are immaterial in character, amount, and extent, and which do not detract from the value or interfere with the present or proposed use of the properties they affect;

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure LetterSchedule 6.16, since the date of the Interim Balance Sheet, the Acquired Companies have Company has conducted their its businesses only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired Companies, taken as a wholeCompany; (f) entry into, termination of, or receipt of notice of termination of (i) any supply, 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 any Acquired the Company of at least $10,00015,000; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,000; (i) material change in the accounting methods used by any Acquired the Company; (j) material adverse change in the customer relationship with AP&T (European distributor), Hakuto (Japanese distributor), Megatech (United Kingdom distributor) or Exxus (a domestic sales representative); or (jk) agreement, whether oral or written, by any Acquired the Company to do or cause any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since the date of the Interim Balance Sheet, the Acquired Companies have Company has conducted their its businesses only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired CompanyCompany Plans; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired Companies, taken as a wholeCompany; (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 any Acquired the Company of at least $10,00025,000; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,00025,000; (i) material change in the accounting methods used by any Acquired the Company; or (j) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since the date of the Balance Sheet, the Acquired Companies have Company has conducted their businesses only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, 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 any Acquired the Company of at least $10,0005,000; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,0005,000; (i) material change in the accounting methods used by any Acquired the Company; or (j) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure LetterSchedule 5.15, since the date of the Balance SheetAugust 31, 2001, the Acquired Companies have Target has conducted their businesses its business only in the Ordinary Course of Business and there has not been any: (a) (i) change in any Acquired Company's authorized or issued capital stockstock of the Target; (ii) grant of any stock option or warrant or right to purchase shares of capital stock of any Acquired Companythe Target; (iii) issuance of any security convertible into or exchangeable for such capital stock; (iv) grant of any registration rights; (v) purchase, redemption, retirement, retirement or other acquisition by any Acquired Company the Target of any shares of any such capital stock; or (vi) declaration or payment of any dividend or other distribution or payment in respect of such shares of capital stock; (b) amendment to the Organizational Documents of any Acquired Companythe Target; (c) payment or increase by any Acquired Company the Target of any bonuses, salaries, salaries or other compensation (including management or other similar fees) to any stockholdershareholder, director, officer, or (except in the Ordinary Course of Business) employee officer or entry into any employment, severance, severance or similar Contract with any director, officer, officer or employeeEmployee; (d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, severance or other employee benefit plan for or with any of the Employees of the Target or any increase in the payment to or benefits under any Plan or Other Benefit Obligation for or with any employees of any Acquired Companythe Target; (e) damage to or destruction or loss of any asset or property of any Acquired Companythe Target, whether or not covered by insurance, materially and adversely affecting that could have a Material Adverse Effect on the properties, assets, business, financial condition, or prospects of the Acquired Companies, taken as a wholeTarget; (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, credit or similar agreement, agreement or (ii) any Contract or transaction involving a total remaining commitment Liability by or to any Acquired Company the Target of at least $10,0005,000; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, lease or other disposition of any asset or property of any Acquired Company or the Target; (h) mortgage, pledge, pledge or imposition of any lien Lien or other encumbrance Encumbrance on any material asset or property of any Acquired Companythe Target, including the sale, lease, lease or other disposition of any of the Intellectual Property Assets; (hi) cancellation delay or failure to repay when due any obligation, including without limitation, accounts payable and accrued expenses; (j) accrual of any expenses except for such accruals in the Ordinary Course of Business; (k) capital expenditures individually or in the aggregate in excess of $5,000; (l) cancellation, waiver or settlement of any claims or rights with a value to any Acquired Company the Target in excess of $10,0005,000; (im) payment, discharge or satisfaction of any Liability by the Target, other than the payment, discharge or satisfaction of Liabilities in the Ordinary Course of Business; (n) incurrence of or increase in, any Liability, except in the Ordinary Course of Business, or any accelerated or deferred payment of or failure to pay when due, any Liability; (o) loan to, or any agreement with, any Employee (other than the Employment Agreements); (p) failure to preserve intact the current business organization of the Target, keep available the services of its current officers, Employees and agents and maintain the relations and good will with its landlords and Employees and its material suppliers, customers, creditors, agents and others having business relationships with them; (q) change in the accounting methods used by the Target; (r) extension granted or waiver of a statute of limitations with respect to Taxes or settlement or compromise any Acquired Companyfederal, state, local or foreign claim or Liability for Taxes, 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 Tax, or surrender of any right to claim a Tax refund, or Tax election made or changed (including, but not limited to, the revocation of the Target's election to be taxed as an S corporation within the meaning of Sections 1361 and 1362 of the Code, and any action (other than as contemplated by this Agreement) either taken or allowed by either the Target or any of the Shareholders that would result in the termination of the Target's status as a validly electing S corporation within the meaning of Sections 1361 and 1362 of the Code); or (js) agreement, whether oral or written, by any Acquired Company the Target or the Shareholders with respect to or to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, and except for the Contemplated Transactions, since the date of the Balance Sheet, the Partnership and the Acquired Companies have conducted their businesses only in the Ordinary Course of Business and there has not been any: (a) change in the Partnership or any Acquired Company's authorized or issued capital stockstock or equity interests; grant of any outstanding stock option or right to purchase shares of capital stock or equity interests of the Partnership or 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 Partnership or any Acquired Company of any shares of any such capital stockstock or Partnership interests; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockstock or Partnership interests; (b) amendment to the Organizational Documents of the Partnership or any Acquired Company; (c) payment or increase by the Partnership or any Acquired Company of any bonuses, salaries, or other compensation (excluding expense reimbursements) to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of the Partnership or any Acquired Company; (e) damage to or destruction or loss of any asset or property of the Partnership or any Acquired Company, whether or not covered by insurance, materially having a Material Adverse Effect on the Partnership and adversely affecting the properties, assets, business, financial condition, or 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 the Partnership or any Acquired Company of at least $10,000100,000; (g) sale (other than sales of inventory property in the Ordinary Course of Business), lease, or other disposition of any asset or property of the Partnership or any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of the Partnership or any Acquired Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to the Partnership or any Acquired Company in excess of $10,000100,000; (i) material change in the accounting methods used by the Partnership or any Acquired Company; or (j) agreement, whether oral or written, by the Partnership or any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since the date of the Balance Sheet, the Acquired Companies have Company has conducted their its businesses only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, 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 any Acquired the Company of at least $10,00050,000.00; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,00050,000.00; (i) material change in the accounting methods used by any Acquired the Company; or (j) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letteron Schedule 8.23, since the date of the Balance Sheetmost recent financial statement, the Acquired Companies December 31, 2007, ICI and its subsidiaries have conducted their businesses business only in the Ordinary Course of Business ordinary course and there has not been any: (a) 8.23.1 change in any Acquired Company's the authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired Companystock; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by 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 any Acquired Company; (c) 8.23.2 payment or increase by any Acquired Company ICI of any bonuses, salaries, or other compensation to any ICI Stockholders or any stockholder, director, officer, or (except in the Ordinary Course ordinary course of Businessbusiness) employee or entry into any employment, severance, or similar Contract contract with any director, officer, or employee; (d) 8.23.3 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 plan for or with any employees of any Acquired Companyemployees; (e) 8.23.4 damage to or destruction or loss of any asset or property of any Acquired Companyproperty, whether or not covered by insurance, materially and adversely affecting the ICI Assets or any other properties, assets, business, financial condition, or prospects of the Acquired CompaniesICI, taken as a whole; (f) 8.23.5 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 contract or transaction involving a total remaining commitment by or to any Acquired Company ICI of at least $10,000; (g) sale (other than sales of inventory in the Ordinary Course of Business)8.23.6 sale, lease, or other disposition of any asset or property of any Acquired Company property, or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired Companyproperty, including the sale, lease, or other disposition of any of the Intellectual Property Assetsintellectual property assets; (h) 8.23.7 cancellation or waiver of any claims or rights with a value to any Acquired Company ICI in excess of $10,000; (i) 8.23.8 material change in the accounting methods used by any Acquired CompanyICI; or (j) 8.23.9 agreement, whether oral or written, by any Acquired Company ICI or the ICI Stockholders to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 Section 3.17 of the Datalogic Disclosure Letter, since the date of the Datalogic Balance Sheet, the Acquired Companies have Datalogic has conducted their businesses Datalogic's business only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired CompanyDatalogic's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired CompanyDatalogic; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired Company Datalogic 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 any Acquired CompanyDatalogic; (c) payment or increase by any Acquired Company Datalogic of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) adoption of, or increase in the payments to or benefits underpursuant to, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any Acquired CompanyDatalogic; (e) damage to or destruction or loss of any asset or property of any Acquired CompanyDatalogic, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesDatalogic, 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 any Acquired Company of at least Datalogic equal to or exceeding $10,00010,000.00; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired Company Datalogic or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired CompanyDatalogic, including the sale, lease, or other disposition of any of the Datalogic Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired Company in excess of Datalogic equal to or exceeding $10,00010,000.00; (i) material change in the accounting methods used by any Acquired CompanyDatalogic; or (j) agreement, whether oral or written, by any Acquired Company Datalogic to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Company Disclosure LetterSchedule, since the date of the April 4, 1999 Balance Sheet, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired Companies, taken as a wholeCompany; (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 any Acquired the Company of at least $10,00025,000; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,00025,000; (i) material change in the accounting methods used by any Acquired the Company; or (j) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure LetterSchedule 3.16, since the date of the Balance Sheet, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired Company's ’s authorized or issued capital stock; , grant of any stock option or right to purchase shares of capital stock of any Acquired Company; Company or issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by 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 Governing Documents of any Acquired Company; (c) payment or increase by any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) by Company of any bonuses, salaries or other compensation to any director, officer or employee of Company or entry into any employment, severance, severance or similar Contract with any director, officer, officer or employee; (d) adoption of, amendment to or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any Acquired CompanyEmployee Plan; (e) damage to or destruction or loss of any asset or property of any Acquired Companythe Company with a value in excess of $50,000, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired Companies, taken as a whole; (f) entry into, termination of, of or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, credit or similar agreementContract to which Company is a party, or (ii) any Contract or transaction involving a total remaining commitment by or to any Acquired Company of at least $10,00050,000; (g) sale (other than sales of inventory Inventories in the Ordinary Course of Business), lease, lease or other disposition of any asset or property of any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired Company, (including the sale, lease, or other disposition of any of the Intellectual Property Assets) with a value in excess of $50,000 or the creation of any Encumbrance on any asset of the Company other than Permitted Encumbrances; (h) cancellation or waiver of any claims or rights with a value to any Acquired Company in excess of $10,00050,000; (i) indication by any customer or supplier representing annual sales or expenses in excess of $50,000 of an intention to discontinue or change the terms of its relationship with Company (other than in connection with the Company’s discontinuation of its ASML business); (j) material change in the accounting methods used by any Acquired Company; or (jk) agreement, whether oral or written, Contract by any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since the date of the Balance Sheet, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, 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 any Acquired the Company of at least $10,00050,000.00; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,00050,000.00; (i) material change in the accounting methods used by any Acquired the Company; or (j) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 Section 4.14 of the Company Disclosure LetterSchedule, since the date of the Balance Sheet2005 Financial Statements, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's ’s authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired Companies, taken as a wholeCompany; (f) apart from sales or licenses to the Company’s customers in the Ordinary Course of Business, 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 any Acquired the Company of at least $10,00020,000; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of the Company, including any Acquired Company of the Intellectual Property Assets, or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; ; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,00020,000; (i) material change in the accounting methods used by any Acquired the Company; or (j) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since the date of the Balance Sheet, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course of Business and there has not been any: (a1) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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; (b2) amendment to the Organizational Documents of any Acquired the Company; (c3) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d4) 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 plan for or with any employees of any Acquired the Company; (e5) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, taken as a whole; (f6) 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 any Acquired the Company of at least $10,00025,000; (g7) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) 8) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,00025,000; (i9) material change in the accounting methods used by any Acquired the Company; oror (1) (j10) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since the date of the Balance Sheet, the Acquired Companies have Company has conducted their businesses the business only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's ’s authorized or issued capital stockPartnership Units; grant of any stock option options or right to purchase shares Partnership Units of capital stock of any Acquired the Company; issuance of any security convertible into such capital stockPartnership Units; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired the Company of any shares of any such capital stockPartnership Units; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockPartnership Units; (b) amendment to the Organizational Documents of any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officermember, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officermember, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, 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 (other than inventory or merchandise transactions) involving a total remaining commitment by or to any Acquired the Company of at least $10,00010,000.00; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any material asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,00012,000.00; (i) material change in the accounting methods used by any Acquired the Company; or (j) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as may be set forth in Part 3.16 of the Disclosure LetterExhibit I, since the date of the Balance Sheet, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course ordinary course of Business business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 organizational documents of any Acquired the Company; (c) payment or increase by any Acquired the Company of any extraordinary bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course ordinary course of Businessbusiness) employee or entry into any employment, severance, or similar Contract contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) material damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired Companies, 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 contract or transaction involving a total remaining commitment by or to any Acquired the Company of at least $10,00025,000; (g) sale (other than sales of inventory in the Ordinary Course ordinary course of Businessbusiness), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,000;25,000; or (i) material change in the accounting methods used by any Acquired the Company; or (j) agreement, whether oral or written, by any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 3.12 of the Disclosure Letter, since the date of the Balance Sheet, the Acquired Companies have conducted their businesses only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired Company's authorized or issued capital stock; grant of any stock option Options or right to purchase shares of capital stock of any Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by 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 any Acquired Company; (c) payment or increase by any Acquired Company of any bonuses, salaries, or other compensation to any stockholdershareholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired Company; (e) damage to or destruction or loss of any asset or property of any Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired Companies, taken as a wholeinsurances; (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 any Acquired Company of at least $10,00025,000; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired Company in excess of $10,00025,000; (i) material change in the accounting methods used by any Acquired Company; or (j) agreement, whether oral or written, by any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 To the best of the Disclosure LetterCompany’s and the Company Shareholder’s Knowledge, since the date of the Balance Sheet, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's ’s authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, 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 any Acquired the Company of at least $10,0005,000; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,0005,000; (i) material change in the accounting methods used by any Acquired the Company; or (j) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since Since the date of the Latest Balance Sheet, the Acquired Companies have Company has conducted their businesses only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's ’s authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, 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 any Acquired the Company of at least $10,000200,000.00; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,000200,000.00; (i) material change in the accounting methods used by any Acquired the Company; or (j) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure LetterSchedule 8.16, since the date of the Balance SheetInterim Financial Statements date, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course of Business Business, and there has not been any: (a) issuance or change in any Acquired Company's the authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired the Company of any shares of any such its capital stock; or declaration or payment of any dividend or other distribution or payment in respect for any capital stock of shares of capital stockthe Company; (b) amendment to the Organizational Documents of any Acquired the Company; (c) payment increase or increase decrease by any Acquired the Company of any bonusesbonus, salariessalary, benefit, or other compensation to any stockholderholder of Company capital stock, director, manager, officer, employee, or (except in the Ordinary Course of Business) employee consultant or entry into or amendment of any employment, severance, bonus, retirement, loan, or similar other Contract with any holder of Company capital stock, director, manager, officer, employee, or employeeconsultant; (d) adoption of, or increase in the payments to or of benefits under, under any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any Acquired CompanyBenefit Plan; (e) damage to or destruction or loss Loss of any asset owned or property of any Acquired used by the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired Companies, taken as a whole; (f) entry into, modification, termination or expiration of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any Applicable Contract or transaction involving a total remaining commitment by or to any Acquired Company of at least $10,000listed in Schedule 8.17(a); (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired Company or mortgage, pledgeof, or imposition of any lien or other encumbrance an Encumbrance on any material asset owned or property of any Acquired used by the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation release or waiver of any claims claim or rights right of the Company with a value to any Acquired Company in excess of $10,000; (i) material change in the accounting methods used by any Acquired the Company; or; (j) agreementcapital expenditure (or series of related capital expenditures) by the Company either involving more than $10,000 or outside the Ordinary Course of Business; (k) capital investment in, whether oral loan to, or writtenacquisition of the securities or assets of any Person (or series of related capital investments, loans, and acquisitions) by the Company, either involving more than $10,000 or outside the Ordinary Course of Business, or acquisition (by merger, exchange, consolidation, acquisition of Equity Securities or assets, or otherwise) of any Acquired Person by the Company; (l) note, bond, debenture, or other indebtedness for borrowed money issued, created, incurred, assumed, or guaranteed (including advances on existing credit facilities) involving more than $5,000 individually or $10,000 in the aggregate by the Company; (m) Contract by the Company to do any of the foregoing; or (n) other material occurrence, event, action, failure to act, or transaction outside the Ordinary Course of Business involving the Company.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure LetterSchedule 2.19, since the date of the Balance SheetCurrent Financial Statements, the Acquired Companies have Company has conducted their its businesses only in the Ordinary Course ordinary course of Business business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course ordinary course of Businessbusiness) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, 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 any Acquired the Company of at least $10,000; (g) sale (other than sales of inventory in the Ordinary Course ordinary course of Businessbusiness), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,000; (i) material change in the accounting methods used by any Acquired the Company; or (j) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure LetterSchedule 3.15, since the date of the Audited Balance Sheet, the Acquired Companies have conducted each of their businesses respective Businesses only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired Company's either of the Companies' authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired Companyeither of the Companies; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired Company either of the Companies 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 any Acquired Companyeither of the Companies; (c) payment or increase by any Acquired Company either of the Companies of any bonuses, salaries, or other compensation to any stockholder, director, officer, 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 for year-end bonuses to any such individual to the extent accrued in the financial statements referenced in Section 3.4 hereof; (d) 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 plan for or with any employees of any Acquired Companyeither of the Companies; (e) damage to or destruction or loss of any asset or property of any Acquired Companyeither of the Companies, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of either of the Acquired Companies, taken as a whole; (f) entry into, termination 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 total remaining commitment by or to any Acquired Company of at least $10,000; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any material asset or property of any Acquired Company either of the Companies or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired Company, including the sale, lease, or other disposition of any either of the Intellectual Property AssetsCompanies; (h) cancellation or waiver of any material claims or rights with a value to any Acquired Company in excess of $10,000rights; (i) material change in the accounting methods used by any Acquired Companyeither of the Companies; or (j) agreement, whether oral or written, by any Acquired Company either of the Companies to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure LetterSchedule, since the date of the Balance Sheet, the Acquired Companies have Company has conducted their its businesses only in the Ordinary Course ordinary course of Business business and there has not been any: (a) change in any Acquired the Company's ’s authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 organizational documents of any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course ordinary course of Businessbusiness) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, 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 any Acquired the Company of at least $10,00025,000; (g) sale (other than sales of inventory in the Ordinary Course ordinary course of Businessbusiness), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,00025,000; (i) material change in the accounting methods used by any Acquired the Company; or (j) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Shareholders Disclosure Letter, since the date of the Balance Sheet, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, officer or (except in the Ordinary Course of Business) employee or entry into any employment, severance, severance or similar Contract with any director, officer, officer or employee; (d) adoption 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, condition or prospects of the Acquired CompaniesCompany, 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, credit or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to any Acquired the Company of at least $10,00075,000; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, lease or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, pledge or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, lease or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,00075,000; (i) material change in the accounting methods used by any Acquired the Company; or (jii) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure LetterSchedule 3.16, since the date of the Balance Sheet, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company (except in the Ordinary Course of Business and as otherwise provided in this Agreement) of any bonuses, salaries, dividend or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, taken as a whole; (f) with the exception of purchase orders placed or received by the Company, 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 any Acquired the Company of at least $10,00025,000; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) to Seller's Knowledge, cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,000;25,000; or (i) material change in the accounting methods used by any Acquired the Company; or; (j) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter--------------------------------------- Schedule 3.14, since the date of the Balance Sheet, the Acquired Companies have Company has conducted their its businesses only in the Ordinary Course ordinary course of Business business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stockstock or the holders thereof; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice) employee or entry into or modification or termination of any employment, severance, or similar Contract with any director, officer, or employee; (d) adoption of, or increase or decrease in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any Acquired the Company; (e) any Material Adverse Change or any material casualty loss or damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, 's assets, business, financial condition, or 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 any Acquired the Company of at least $10,00050,000; (g) sale (other than sales of inventory and obsolete equipment in the Ordinary Course ordinary course of Businessbusiness), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, license or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired Company in excess of $10,000; (i) material change in the accounting methods or practices used by the Company or in its cash management practices and procedures; (i) incurrance by the Company of any Acquired Companyindebtedness for borrowed money (excluding normal and customary trade credit); (j) guarantees by the Company for the repayment of money borrowed by another party, loans or advances (other than advances to employees in the ordinary course of business consistent with past practices); (k) Capital expenditure or group of related expenditures by the Company in excess of $25,000; or (jl) agreement, whether oral or written, binding agreement by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 3.15 of the Disclosure Letter, since the date of the Balance Sheet, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, 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 any Acquired the Company of at least $10,0005,000; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,0005,000; (i) material change in the accounting methods used by any Acquired the Company; or (j) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except As of the date of this Agreement, since the Most Recent Fiscal Year End and except as set forth disclosed in Part 3.16 (S) 3.11 of the Disclosure Letter, since the date of the Balance SheetSchedule, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course of Business and and, without limiting the generality of the foregoing, there has not been anybeen: (a) change in any Acquired sale, lease, transfer, or assignment of any of the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by 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 any Acquired Company; (c) payment or increase by any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired Company; (e) damage to or destruction or loss of any asset or property of any Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, businesstangible or intangible, financial condition, or 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 any Acquired Company of at least $10,000; (g) sale (other than sales of inventory in the Ordinary Course of Business); (b) any agreement, contract, lease, license, instrument or other disposition arrangement, whether written or oral (each, a "Contract") (or series of related Contracts) entered into by the Company other than in the Ordinary Course of Business; (c) any acceleration, termination, modification, or cancellation of any asset Material Contract (or property series of any Acquired related Contracts which are material) to which the Company is a party or mortgage, pledge, by which it is bound; (d) creation or imposition of any lien Lien (other than a Permitted Lien) upon the Company's assets, tangible or intangible; (e) any single capital expenditure (or series of related capital expenditures) by the Company involving more than $100,000; (f) any capital investment by the Company in, any loan to, or any acquisition of the securities or assets of, any other encumbrance on Person (or series of related capital investments, loans, and acquisitions) other than loans to employees in connection with the Company's computer purchase and tuition loan programs; (g) any material asset or property issuance by the Company of any Acquired Companynote, including the sale, leasebond, or other disposition debt security or any creation, incurrence, assumption or guarantee by the Company of any of the Intellectual Property AssetsIndebtedness; (h) cancellation any delay or waiver postponement by the Company of any claims or rights with a value to any Acquired Company in excess the payment of $10,000its accounts payable and other Liabilities outside the Ordinary Course of Business; (i) any cancellation, compromise, waiver, or release by the Company of any material right or claim or Indebtedness; (j) any grant by the Company of any license or sublicense of any rights (other than in the Ordinary Course of Business) or any modification of any of the Company's rights under or with respect to, or any settlement regarding any infringement of its rights to, any Intellectual Property; (k) any issuance, sale, or other disposition by the Company of any of its capital stock, or grant of any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any capital stock; (l) any dividend or distribution (whether in cash or in kind) or repurchase, redemption or retirement by the Company of any of its capital stock (other than as permitted by (S) 5.3(i)(B)); (m) any notification or, to the Knowledge of the Company, threat of one or more material distributors, customers or suppliers that it or they (i) have terminated or intend to terminate or are considering terminating their respective business relationships with the Company or (ii) have modified or intend to modify such relationships with the Company in a manner which is materially less favorable to the Company; (n) any material damage, destruction, or loss (whether or not covered by insurance) to the Company's assets; (o) any loan to, or entry into any other transaction with the Company by, any of the Company's directors, officers, or employees; (p) any entry by the Company into any (i) Contract providing for the employment of, or consultancy by, any individual on a full-time, part-time, consulting or other basis or providing severance or retirement benefits or (ii) any collective bargaining agreement, or any written modification or change of the terms of such existing Contract or collective bargaining agreement; (q) any increase, modification or change in the compensation of any of the employees (other than any director, officer or Seller) of the Company (except in the Ordinary Course of Business); (r) any adoption, amendment, modification or termination of any Employee Benefit Plan of the Company under which benefits are provided to any director, officer, or employee of the Company, or any action taken with respect to any other Employee Benefit Plan (except for any of such actions as may occur by operation of law); (s) any charitable contribution by the Company or any pledge by the Company to make any charitable contribution; (t) any modification or change (i) in the Company's accounting methods used by any Acquired Companyor practices or (ii) of the application of GAAP from the manner in which it was applied in the Most Recent Financial Statements; or (ju) agreementany Contract by the Company or any Seller to take, whether oral or writtensuffer to be taken, by any Acquired Company to do any of the foregoingactions described in clauses (a) through (t).

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, on Schedule 3.15 since the date of the Balance SheetFinancial Statement as of April 30, 2012, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired of the Company's ’s authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) other than bonuses for the fiscal year ended April 30, 2012, payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, taken as a whole; (f) entry into, termination of, or receipt of notice of termination of or poor performance under (i) any Supplier Contract or any other license, distributorship, dealer, franchise, sales representative, joint venture, credit, or similar agreementagreement (whether written or oral), or (ii) any Contract or transaction involving a total remaining commitment by or to any Acquired the Company of at least Ten Thousand Dollars ($10,00010,000.00) other than amounts owed to suppliers in the Ordinary Course of Business; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of Ten Thousand Dollars ($10,00010,000.00); (i) material change in the accounting methods used by the Company; (j) any Acquired Companycapital expenditure or commitment to make a capital expenditure by the Company in excess of Ten Thousand Dollars ($10,000.00) in the case of individual capital expenditures or Fifty Thousand Dollars ($50,000.00) in the case of aggregate capital expenditures; (k) any extension or request for extension of the term of any real property lease to which any Company is a party; or (jl) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since the date of the Interim Balance Sheet, the Acquired Companies have each Group Company has conducted their businesses its business only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired either Company's ’s authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired Companyeither Company (other than that contemplated by this Share Purchase Agreement); issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired either 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 any Acquired either Company; (c) payment or increase by any Acquired either Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) adoption of, or increase in the of payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any Acquired CompanyPerson; (e) damage to or destruction or loss of any asset or property of any Acquired either Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired Group 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 any Acquired either Company of at least $10,000US$50,000; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired either Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired either Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired either Company in excess of $10,000US$50,000; (i) material change in the accounting methods used by any Acquired either Company; or (j) agreement, whether oral or written, by any Acquired either Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 Section 3.15 of the Disclosure LetterSchedule, since the date of the Most Recent Balance Sheet, the Acquired Companies have Business has been conducted their businesses only in the Ordinary Course ordinary course of Business business and there has not been any: (a) change in any Acquired the Company's ’s authorized or issued capital stock; grant of any stock option or right to purchase shares of the Company’s capital stock of any Acquired Companystock; issuance by the Company of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 the declaration or payment of any cash dividends or distributions; (b) amendment to the Company’s Organizational Documents of any Acquired CompanyDocuments; (c) payment or increase increase, decrease, or cessation by any Acquired Company it of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course ordinary course of Businessbusiness) employee or entry into any employment, severance, consulting, independent contractor, or similar Contract with any director, officer, or employeeemployee relating to the Business; (d) adoption of, or increase increase, decrease, or cessation in the payments to or benefits under, any profit profit-sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any Acquired Companythe Business; (e) damage to or destruction or loss of any asset or property of any Acquired CompanyPurchased Assets, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or 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 any Acquired Company it of at least $10,00025,000; (g) sale (other than sales of inventory in the Ordinary Course ordinary course of Businessbusiness), lease, or other disposition of any asset or property of any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance (except Permitted Encumbrances) on any material asset assets or property of any Acquired Companyproperty, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired Company it in excess of $10,00025,000; (i) material change in the accounting methods used by any Acquired Companyused; or (j) agreement, whether oral or written, by any Acquired Company it to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 3.15 of the Disclosure LetterSchedule, since the date of the Interim Balance Sheet, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course of Business and there has not been any: (a) change in the ownership of any Acquired Company's authorized or issued capital stockof the Interests; grant of any stock membership interest option or right to purchase shares membership interests of capital stock of any Acquired the Company; issuance of any security convertible into such capital stocka membership interest of the Company; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired the Company of any shares the Interests or of any such capital stockmembership interests; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockthe Interests; (b) amendment to the Organizational Documents of any Acquired the Company; (c) other than in the Ordinary Course of Business, payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholderofficer of the Company or Key Employee or entry into any employment, director, officer, severance Contract with any officer of the Company or Key Employee; (except d) other than in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) material damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired Companies, taken as a whole; (f) other than in the Ordinary Course of Business, entry into, termination of, or receipt of written notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar credit agreement, or (ii) any Applicable Contract or transaction involving a total remaining commitment by or to any Acquired the Company of at least $10,00050,000; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any material asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,00050,000; (i) material change in the accounting methods used by any Acquired the Company; or (j) agreement, whether oral or written, written agreement by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 4.15 of the Disclosure Letter, since the date of the PF Balance Sheet, the Acquired Companies have PF has conducted their businesses its business only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired CompanyPF's authorized or issued capital stockMembership Interests; grant of any stock option or right to purchase shares of capital stock of any Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired Company of any shares of any such capital stockMembership Interests; or declaration or payment purchase of any dividend or other distribution or payment in respect of shares of capital stocksuch Membership Interests; (b) amendment to the Organizational Documents of any Acquired CompanyPF; (c) payment or increase by any Acquired Company PF of any bonuses, salaries, or other compensation to any stockholderMember, directormanager, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired CompanyPF; (e) damage to or destruction or loss of any asset or property of any Acquired CompanyPF, whether or not adequately covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or 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, loan or similar agreement, or (ii) any Contract or transaction involving a total remaining commitment by or to any Acquired Company PF of at least $10,00025,000; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired Company PF or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of any Acquired Company, including the sale, lease, or other disposition of any of the Intellectual Property AssetsPF; (h) cancellation or waiver of any claims or rights with a value to any Acquired Company PF in excess of $10,00025,000; (i) material change in the accounting methods used by any Acquired Company; orPF; (j) agreement, whether oral or written, by any Acquired Company PF to do any of the foregoing; or (k) incurrence of indebtedness for borrowed money, except pursuant to existing credit lines set forth in Part 4.15 of the Disclosure Letter.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure LetterSchedule 3.16, since the date of the Interim Balance Sheet, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, 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 any Acquired the Company of at least $10,00025,000; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired Company in excess of $10,000; (i) material change in the accounting methods used by any Acquired the Company; or (ji) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letterpreviously disclosed, since the date of the Balance Sheet, the Acquired Companies Company have conducted their businesses only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, 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 material Contract or transaction involving a total remaining commitment by or to any Acquired Company of at least $10,000;transaction (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any material claims or rights with a value to any Acquired Company in excess of $10,000the Company; (i) material change in the accounting methods used by any Acquired the Company; or (j) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since Since the date of the Balance Sheet, the Acquired Companies have Company has conducted their businesses its business only in the Ordinary Course ordinary course of Business business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 organizational documents of any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course ordinary course of Businessbusiness) employee or entry into any employment, severance, or similar Contract agreement with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, 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 agreement or transaction involving a total remaining commitment by or to any Acquired the Company of at least $10,000; (g) sale (other than sales of inventory in the Ordinary Course ordinary course of Businessbusiness), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property AssetsCompany's intellectual property assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,000; (i) material change in the accounting methods used by any Acquired the Company; or (j) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since Since the date of the Latest Balance Sheet, the each Acquired Companies have Company has conducted their businesses only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired Company's ’s authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by 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 any Acquired Company; (c) payment or increase by any Acquired Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; (d) 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 plan for or with any employees of any Acquired Company; (e) damage to or destruction or loss of any asset or property of any Acquired Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the any Acquired CompaniesCompany, 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 any Acquired Company of at least $10,00010,000.00; (g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of any Acquired Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) cancellation or waiver of any claims or rights with a value to any Acquired Company in excess of $10,00010,000.00; (i) material change in the accounting methods used by any Acquired Company; or (j) agreement, whether oral or written, by any Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 3.15 of the Disclosure Letter, since the date of the Balance Sheet, the Acquired Companies have Company has conducted their its businesses only in the Ordinary Course of Business and there has not been any:been: COURIER/BOOK-MART PRESS, INC. STOCK PURCHASE AGREEMENT (a) any change in any Acquired the Company's authorized or issued capital stock; grant of any stock option or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 such capital stock; (b) any amendment to any of the Organizational Documents of any Acquired the Company; (c) any payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Company's Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any stockholders, director, officer, or employee; (d) any 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 plan for or with any employees of any Acquired the Company; (e) any damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects Prospects of the Acquired Companies, taken as a wholeCompany; (f) any 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 any Acquired the Company in excess of at least $10,00020,000; (g) any sale (other than sales of inventory in the Company's Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of any Acquired the Company, including including, without limitation, the sale, lease, or other disposition of any of the Intellectual Property Assets; (h) any cancellation or waiver of any claims or rights or any write-off with a value to any Acquired the Company (either individually or in the aggregate) in excess of $10,0005,000; (i) material any change in the accounting methods used by any Acquired the Company; or; (j) any agreement, whether oral or written, by any Acquired the Company to do any of the foregoing; COURIER/BOOK-MART PRESS, INC. STOCK PURCHASE AGREEMENT (k) to the Actual Knowledge of Stockholders, any other occurrence or event that has or could result in a Material Adverse Effect upon the Company; or (l) any termination of or release or waiver of, any rights under any Contract identified or, to the Actual Knowledge of Stockholders, required to be identified in part 3.16(a) or 3.16(b) of the Disclosure Letter.

Absence of Certain Changes and Events. Except as set forth in Part 3.16 of the Disclosure Letter, since the date of the Balance Sheet, the Acquired Companies have Company has conducted their its businesses only in the Ordinary Course of Business and there has not been any: (a) change in any Acquired the Company's authorized or issued capital stock; issuance, redemption, or transfer of any shares of capital stock; grant of any stock option option, warrant or right to purchase shares of capital stock of any Acquired the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by any Acquired 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 any Acquired the Company; (c) payment or increase by any Acquired the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or (except in the Ordinary Course of Business) employee or employee, entry into any employment, severance, or similar Contract with any director, officer, or employee;, or extending any loan or advance to any officer, director, or employee of the Company or the Sellers; provided, however, Buyer acknowledges that the Company may repay an existing loan to WT and his spouse in an amount not to exceed $8,500 in the aggregate. (d) 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 plan for or with any employees of any Acquired the Company; (e) damage to or destruction or loss of any asset or property of any Acquired the Company, whether or not covered by insurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of the Acquired CompaniesCompany, 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 any Acquired the Company of at least $10,000; (g) termination of or receipt of notice of terminations of any existing relationship with employees or customers; (h) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of any Acquired the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of any Acquired the Company, including the sale, lease, or other disposition of any of the Intellectual Property Assets; (hi) cancellation or waiver of any claims or rights with a value to any Acquired the Company in excess of $10,0005,000; (ij) material change in the accounting methods used by any Acquired the Company; or (jk) incurring of any material indebtedness (other than trade payables), or making of any significant capital expenditures; or (l) agreement, whether oral or written, by any Acquired the Company to do any of the foregoing.