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

Absence of Certain Changes and Events. Except as set forth in Schedule 5.16, since December 31, 1996, each of Acquiror and its Subsidiaries has conducted its business only in the Ordinary Course of Business and with respect to each there has not been any: (a) change in the authorized or issued capital stock (except as otherwise contemplated by this Agreement); grant of any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice); (b) amendment to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement); (c) payment or increase by Acquiror or any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employee; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (i) incurrence of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (j) cancellation or waiver of any claims or rights with a value to Acquiror or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Business; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of monies, other than in the Ordinary Course of Business; (m) material change in the accounting methods used by Acquiror or any of its Subsidiaries; or (n) agreement, whether oral or written, by Acquiror or any of its Subsidiaries to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.16Since the date of the Audited Company Balance Sheet, since December 31, 1996, each of Acquiror and its Subsidiaries the Company has conducted its business only in the Ordinary Course of Business and ordinary course consistent with respect to each past practice and, since such date, there has not been anyoccurred: (a) change in any event, damage, destruction or loss, whether covered by insurance or not, which has had or reasonably is expected to have a Material Adverse Effect on the authorized or issued capital stock (except as otherwise contemplated by this Agreement); grant of any stock option or right to purchase shares of capital stock of Acquiror Company or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice)assets; (b) amendment any entry by the Company into a commitment or transaction material to the certificate or articles Company, which is not in the ordinary course of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement)business consistent with past practice; (c) payment any change by the Company in accounting principles, methods or increase practices, except insofar as may have been required by Acquiror or any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases a change in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employeeGAAP; (d) adoptionany declaration, material amendment (except payment or setting aside for payment of any amendment necessary dividends or distributions in respect to comply with any Legal Requirement) or termination ofshares of Company Common Stock, or increase in the payments to any redemption, purchase or benefits under, other acquisition of any Acquiror Employee Benefit Plan (as defined below)shares of Company Common Stock; (e) damage to or destruction or loss any cancellation of any asset debts or property waiver or release of Acquiror any right or any claim of its Subsidiaries the Company individually or in the aggregate material to the Company, whether or not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquirorin the ordinary course of business; (f) entry into, termination or extension of, or receipt any revaluations by the Company of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000assets or liabilities, including without limitation, writing-off notes or accounts receivable; (g) any material change increase in the rate or terms of compensation payable or to become payable by the Company to any of its personnel or consultants; any bonus, incentive compensation, service award or other benefit granted, made or accrued, contingently or otherwise, for or to the credit of any Company personnel; employee welfare, pension, retirement, profit-sharing or similar payment or arrangement made or agreed to by the Company for any Company personnel except for contributions in accordance with prior practice made to, and payments made to employees under, plans and arrangements existing material lease on the date of real or personal propertythe Audited Company Balance Sheet; (h) sale (any adoption of a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or other reorganization of the Company, other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Businesstransactions contemplated hereby; (i) incurrence any purchase, acquisition or sale by the Company of any obligation or liability (fixed or contingent) assets, other than in the Ordinary Course ordinary course of Businessbusiness; (j) any amendment, cancellation or waiver termination of any claims Material Contract, including, without limitation, license or rights with sub­license, or other instrument to which the Company is a value party or to Acquiror which the Company or any of its Subsidiaries in excess the assets of $500,000 other than in the Ordinary Course of BusinessCompany is bound; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments failure to pay when due any material obligation of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business)Company; (l) transaction any failure to operate the business of the Company in the ordinary course with an effort to preserve the business intact, to keep available to the Company the services of its personnel, and to preserve for the borrowing or loaning Company the goodwill of monies, other than in its customers and others having business relations with the Ordinary Course of BusinessCompany except for such failures that would not have a Material Adverse Effect on the Company; (m) material change any commitment to borrow money entered into by the Company, or any loans made or agreed to be made by the Company, involving more than $10,000 individually or $25,000 in the accounting methods used aggregate (other than credit provided by Acquiror suppliers or manufacturers in the ordinary course of the Company's business consistent with past practices); (n) any liabilities incurred by the Company involv­ing $10,000 or more individually and $25,000 or more in the aggregate, other than liabilities incurred in the ordinary course of business consistent with past practices; (o) any payment, discharge or satisfaction of any material liabilities of the Company or any material capital expenditure of its Subsidiariesthe Company, other than (i) the payment, discharge or satisfaction in the ordinary course of business consistent with prior prac­tice of liabilities reflected or reserved against in the Audited Financial Statements or incurred in the ordinary course of business consistent with prior practice since the date of the Audited Company Balance Sheet, and (ii) any capital expenditures involving $10,000 or less individually and $25,000 or less in the aggregate; (p) any amendment of the Company's Articles of Incorporation or Company Bylaws; or (nq) agreement, whether oral or written, any agreement by Acquiror or any of its Subsidiaries the Company to do any of the foregoingthings described in the preceding clauses (a) through (p) of this Section 4.12, other than as expressly contemplated or provided for in this Agreement.

Absence of Certain Changes and Events. Except as set forth in on Schedule 5.163.14, since December 31the date of the Interim Financial Statements, 1996and, each to the extent not fully reflected in the Interim Financial Statements, since the date of Acquiror and its Subsidiaries the Year End Financial Statements, the Company has conducted its business only in the Ordinary Course ordinary course of Business business consistent with past practices, and with respect to each there has not been any: (a) change in the Company’s authorized or issued capital stock (except as otherwise contemplated by this Agreement)or the ownership thereof; grant of any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices)Company; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits)stock; grant of any registration rights; purchase, redemption, retirement retirement, or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice); (b) amendment to the certificate or articles Organizational Documents of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement)the Company; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by Acquiror or any of the Subsidiaries Company of any bonuses, salaries salaries, or other compensation to any shareholderstockholder, director, officer officer, or employee (except for periodic payments or increases except, with respect to non-executive employees, in the Ordinary Course ordinary course of Business or otherwise in accordance business consistent with past compensation practicespractice) or entry by Acquiror or any of its Subsidiaries into any new, or material amendment of any existing, employment, severance consulting, independent contractor, severance, change of control or similar Contract with any director, officer or employee; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below)Contract; (e) adoption of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (f) damage to or destruction or loss of any asset or property of Acquiror the Company, whether or any of its Subsidiaries not covered by insurance that insurance, which has had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000Company; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale sales of Inventory in the Ordinary Course ordinary course of Businessbusiness), lease lease, license, distribution or other disposition of any material asset asset(s) or property of Acquiror the Company, or any waiver, release, transfer or assignment of its Subsidiaries any right of material value, or any mortgage, pledge pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset asset(s) or property of Acquiror the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (h) entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its Subsidiaries except for tax business and other liens which arise by operation of law and consistent with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Businesspractice; (i) incurrence any capital expenditure in excess of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business$25,000; (j) cancellation change in any annual accounting period or waiver of any claims or rights with a value to Acquiror or any of its Subsidiaries in excess of $500,000 other than in accounting methods used by the Ordinary Course of BusinessCompany; (k) any investment inmodification, termination or purchase of, amendment to a depreciable Material Contract or amortizable capital asset exceeding $500,000, waiver of any right or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business)claim thereunder; (l) transaction for the borrowing or loaning loss of monies, other than in the Ordinary Course use of Businessany Company Intellectual Property Assets; (m) material change in methods, practices, principles or timing regarding the accounting methods used by Acquiror purchase of inventory or any the payment or accrual of its Subsidiariesoperating expenses, including accounts payable; or (n) agreemententry into any Contract, whether oral or written, by Acquiror or any of its Subsidiaries the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.16Part 3.15 of the Seller Parties Disclosure Schedule, since December 31the Balance Sheet Date through the Effective Date, 1996, each of Acquiror and its Subsidiaries the Acquired Company has conducted its business only in the Ordinary Course of Business and with respect to each there none of the following actions or events has not been anyoccurred: (a) change any material loss, damage or destruction to, or any material interruption in the authorized use of, any of the assets of the Acquired Company (whether or issued capital stock not covered by insurance) that has had or could reasonably be expected to have a Material Adverse Effect; (except as otherwise contemplated by this Agreement); grant i) any declaration, accrual, set aside or payment of any stock option dividend or right to purchase any other distribution in respect of any shares of capital stock of Acquiror the Acquired Company, or its Subsidiaries (ii) any repurchase, redemption or other acquisition by the Acquired Company of any shares of capital stock or other securities; (c) any sale, issuance or grant, or authorization of the issuance of, (i) shares or other securities of the Acquired Company, (ii) any option, warrant or right to acquire any shares or any other securities of the Acquired Company, or (iii) any instrument convertible into or exchangeable for shares or other securities of the Acquired Company; (d) any amendment or waiver of any of the rights of the Acquired Company under any share purchase agreement; (e) any amendment to any Organizational Document of the Acquired Company, any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, share split, reverse share split or similar transaction involving the Acquired Company; (f) any creation of any Subsidiary of the Acquired Company or acquisition by the Acquired Company of any equity interest or other interest in any other Person; (g) any capital expenditure by the Acquired Company which, when added to all other capital expenditures made on behalf of the Acquired Company since the Balance Sheet Date, exceeds €10,000 in the aggregate; (h) except in the Ordinary Course of Business Business, any action by the Acquired Company to (i) enter into or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by suffer any of the Subsidiaries solely assets owned or used by it to Acquiror or dividends paid become bound by Acquiror to its stockholders any Material Contract (as defined in accordance with past practiceSection 3.16); (b) amendment to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement); (c) payment or increase by Acquiror or any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employee; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to (ii) amend or benefits terminate, or waive any material right or remedy under, any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of BusinessContract; (i) incurrence any (i) acquisition, lease or license by the Acquired Company of any obligation material right or liability other material asset from any other Person, (fixed ii) sale or contingentother disposal or lease or license by the Acquired Company of any material right or other material asset to any other Person, or (iii) waiver or relinquishment by the Acquired Company of any right, except for rights or other than assets acquired, leased, licensed or disposed of in the Ordinary Course of Business; (j) cancellation any write-off as uncollectible, or waiver establishment of any claims extraordinary reserve with respect to, any Indebtedness of the Acquired Company; (k) any pledge of any assets of or rights with a value to Acquiror or sufferance of any of its Subsidiaries in excess the assets of $500,000 other than the Acquired Company to become subject to any Encumbrance, except for Permitted Encumbrances and pledges of immaterial assets made in the Ordinary Course of Business; (kl) any investment in(i) loan by the Acquired Company to any Person, or purchase of, a depreciable (ii) any incurrence or amortizable capital asset exceeding $500,000, or aggregate investments guarantee of a capital nature exceeding $1,000,000 (other than in Indebtedness by the Ordinary Course of Business); (l) transaction for the borrowing or loaning of monies, other than in the Ordinary Course of BusinessAcquired Company; (m) any (i) adoption, establishment, entry into or amendment by the Acquired Company of any Pension Scheme or (ii) payment of any bonus or any profit sharing or similar payment to, or material change increase in the accounting methods used by Acquiror amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its Subsidiaries; orthe directors or officers of the Acquired Company; (n) agreement, whether oral any change of the methods of accounting or written, accounting practices of the Acquired Company in any material respect; (o) any material Tax election by Acquiror the Acquired Company; (p) any commencement or settlement of any of its Subsidiaries Proceeding by the Acquired Company; and (q) any agreement or commitment to do take any of the foregoingactions referred to in clauses (c) through (p) above.

Absence of Certain Changes and Events. Except as set forth listed in Schedule 5.16Section 3.15 of the Company Disclosure Schedules, since December 31, 19962022, each of Acquiror the Company and its Subsidiaries has have conducted its business their respective businesses only in the Ordinary Course of Business Business, and without limiting the foregoing with respect to each each, since December 31, 2022, there has not been any: (a) change in the their authorized or issued capital stock (except as otherwise contemplated by this Agreement)stock; grant of any stock option or right to purchase shares of their capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices)stock; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries them of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of their capital stock, except as reflected on the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice)Company Financial Statements; (b) amendment to the their certificate of incorporation, charter or articles of incorporation or charter, bylaws or adoption of any other document resolutions by their board of formation directors or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement)stockholders with respect to the same; (c) payment or increase by Acquiror or any of the Subsidiaries of any bonusesbonus, salaries salary or other compensation to any shareholderof their stockholders, directordirectors, officer officers or employee (employees, except for periodic payments or normal increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) any then-existing Company Benefit Plan, or entry by Acquiror or any of its Subsidiaries into any employment, consulting, non-competition, change in control, severance or similar Contract with any stockholder, director, officer or employee, except for the Contemplated Transactions and except for any employment, consulting or similar agreement or arrangement that is terminable at will or upon thirty (30) days’ notice or less, without penalty or premium; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Acquiror Employee Company Benefit Plan (as defined below)Plan; (e) damage to or destruction or loss of any asset of their assets or property of Acquiror property, whether or any of its Subsidiaries not covered by insurance that had, and where the resulting diminution in value individually or would reasonably be expected to have, a Material Adverse Effect on Acquirorin the aggregate is greater than $100,000; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreementagreement pursuant to any Contract or any similar transaction; (g) except for this Agreement, entry into any new, or modification, amendment, renewal or extension (through action or inaction) of the terms of any material existing, lease, Contract or license that has a term of more than one year or that involves the payment by the Bank of more than $100,000 in the aggregate; (h) Company Loan or commitment to make any Company Loan other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (gi) material change in Company Loan or commitment to make, renew, extend the term or increase the amount of any existing material lease Company Loan to any Person if such Company Loan or any other Company Loans to such Person or an Affiliate of real such Person is on the “watch list” or personal propertysimilar internal report of the Bank, or has been classified by the Bank or any Regulatory Authority as “substandard,” “doubtful,” “loss,” or “other loans specially mentioned” or listed as a “potential problem loan”; (hj) incurrence by them of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (k) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset of their assets or property of Acquiror or any of its Subsidiaries properties, or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or upon any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past duetheir material assets or properties, and except for pledges or liensexcept: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government depositsfor Company Permitted Exceptions; or (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) as otherwise incurred in the Ordinary Course of Business; (il) incurrence of any obligation or liability (fixed or contingent) other than in to the Ordinary Course of Business; (j) Company’s Knowledge, cancellation or waiver by them of any claims or rights with a value in excess of $100,000; (m) any investment by them of a capital nature (e.g., construction of a structure or an addition to Acquiror an existing structure on property owned by the Company or any of its Subsidiaries in excess of $500,000 other than Subsidiaries) individually or in the Ordinary Course of Businessaggregate exceeding $100,000; (kn) except for the Contemplated Transactions, merger or consolidation with or into any investment inother Person, or purchase ofacquisition of any stock, a depreciable equity interest or amortizable capital asset exceeding $500,000, or aggregate investments business of a capital nature exceeding $1,000,000 (any other than in the Ordinary Course of Business)Person; (lo) transaction for the borrowing or loaning of monies, or any increase in any outstanding indebtedness, other than in the Ordinary Course of Business; (mp) material change in the any policies and practices with respect to liquidity management and cash flow planning, marketing, deposit origination, lending, budgeting, profit and Tax planning, accounting methods used by Acquiror or any other material aspect of their business or operations, except for such changes as may be required in the opinion of the management of the Company or its Subsidiaries; or, as applicable, to respond to then-current market or economic conditions or as may be required by any Regulatory Authorities; (nq) filing of any applications for additional branches, opening of any new office or branch, closing of any current office or branch, or relocation of operations from existing locations; (r) discharge or satisfaction of any material lien or encumbrance on their assets or repayment of any material indebtedness for borrowed money, except for obligations incurred and repaid in the Ordinary Course of Business; (s) entry into any Contract or agreement, with an amount, individually or in the aggregate in excess of $100,000, to buy, sell, exchange or otherwise deal in any assets or series of assets, including any Contracts relating to investment securities, but excluding (i) OREO, (ii) the pledging of collateral to secure public funds and (iii) entry into any repurchase agreements in the Ordinary Course of Business; (t) purchase or other acquisition of any investments, direct or indirect, in any derivative securities, financial futures or commodities or entry into any interest rate swap, floors and option agreements, or other similar interest rate management agreements; (u) hiring of any employee with an annual salary in excess of $150,000; (v) made or changed any Tax election, filed any amended Tax Return, entered into any closing agreement related to Taxes, settled any Tax claim or assessment, requested or consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment (other than as a result of filing a Tax Return pursuant to a valid extension of time to file entered into in the Ordinary Course of Business), or surrendered any right to claim a Tax refund; (w) agreement, whether oral or written, by Acquiror or any of its Subsidiaries it to do any of the foregoing; or (x) event or events that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.16Since the Company’s inception, since December 31, 1996, each of Acquiror and its Subsidiaries the Company has conducted its business only in the Ordinary Course of Business and ordinary course consistent with respect to each past practice and, since such date, there has not been anyoccurred: (a) change in any event, damage, destruction or loss, whether covered by insurance or not, which has had or reasonably is expected to have a Material Adverse Effect on the authorized or issued capital stock (except as otherwise contemplated by this Agreement); grant of any stock option or right to purchase shares of capital stock of Acquiror Company or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice)assets; (b) amendment any entry by the Company into a commitment or transaction material to the certificate or articles Company, which is not in the ordinary course of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement)business consistent with past practice; (c) payment any change by the Company in accounting principles, methods or increase practices, except insofar as may have been required by Acquiror or any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases a change in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employeeGAAP; (d) adoptionany declaration, material amendment (except payment or setting aside for payment of any amendment necessary dividends or distributions in respect to comply with any Legal Requirement) or termination ofshares of Company Common Stock, or increase in the payments to any redemption, purchase or benefits under, other acquisition of any Acquiror Employee Benefit Plan (as defined below)shares of Company Common Stock; (e) damage to or destruction or loss any cancellation of any asset debts or property waiver or release of Acquiror any right or any claim of its Subsidiaries the Company individually or in the aggregate material to the Company, whether or not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquirorin the ordinary course of business; (f) entry into, termination or extension of, or receipt any revaluations by the Company of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000assets or liabilities, including without limitation, writing-off notes or accounts receivable; (g) any material change increase in the rate or terms of compensation payable or to become payable by the Company to any of its personnel or consultants; any bonus, incentive compensation, service award or other benefit granted, made or accrued, contingently or otherwise, for or to the credit of any Company personnel; employee welfare, pension, retirement, profit- sharing or similar payment or arrangement made or agreed to by the Company for any Company personnel except for contributions in accordance with prior practice made to, and payments made to employees under, plans and arrangements existing material lease on the date of real or personal propertythe Audited Company Balance Sheet; (h) sale (any adoption of a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or other reorganization of the Company, other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Businesstransactions contemplated hereby; (i) incurrence any purchase, acquisition or sale by the Company of any obligation or liability (fixed or contingent) assets, other than in the Ordinary Course ordinary course of Businessbusiness; (j) any amendment, cancellation or waiver termination of any claims Material Contract, including, without limitation, license or rights with sublicense, or other instrument to which the Company is a value party or to Acquiror which the Company or any of its Subsidiaries in excess the assets of $500,000 other than in the Ordinary Course of BusinessCompany is bound; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments failure to pay when due any material obligation of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business)Company; (l) transaction any failure to operate the business of the Company in the ordinary course with an effort to preserve the business intact, to keep available to the Company the services of its personnel, and to preserve for the borrowing or loaning Company the goodwill of monies, other than in its customers and others having business relations with the Ordinary Course of BusinessCompany except for such failures that would not have a Material Adverse Effect on the Company; (m) material change any commitment to borrow money entered into by the Company, or any loans made or agreed to be made by the Company, involving more than $10,000 individually or $25,000 in the accounting methods used aggregate (other than credit provided by Acquiror suppliers or manufacturers in the ordinary course of the Company’s business consistent with past practices); (n) any liabilities incurred by the Company involving $10,000 or more individually and $25,000 or more in the aggregate, other than liabilities incurred in the ordinary course of business consistent with past practices; (o) any payment, discharge or satisfaction of any material liabilities of the Company or any material capital expenditure of its Subsidiariesthe Company, other than (i) the payment, discharge or satisfaction in the ordinary course of business consistent with prior practice of liabilities reflected or reserved against in the Financial Statements or incurred in the ordinary course of business consistent with prior practice since the Company’s inception, and (ii) any capital expenditures involving $10,000 or less individually and $25,000 or less in the aggregate; (p) any amendment of the Company’s Articles of Incorporation or Company Bylaws; or (nq) agreement, whether oral or written, any agreement by Acquiror or any of its Subsidiaries the Company to do any of the foregoingthings described in the preceding clauses (a) through (p) of this Section 4.10, other than as expressly contemplated or provided for in this Agreement.

Absence of Certain Changes and Events. (a) Except as set forth in Schedule 5.163.7 of the Disclosure Schedule, since September 30, 1999, there has not occurred any matter, circumstance, event or effect which has had or is reasonably likely to have a Seller Material Adverse Effect. (b) Except as set forth in Schedule 3.7 of the Disclosure Schedule, since December 31, 1996, 1998: (1) each of Acquiror Asset Seller (but solely with respect to the Division) and its Subsidiaries each Company has conducted its business only in the Ordinary Course ordinary course of business, consistent with past practice; (2) neither Asset Seller nor any Company has sold, leased or otherwise disposed of, or incurred any Lien on, any Intellectual Property or any other asset material to the Business and other than sales in the ordinary course of business consistent with past practice; (3) neither Seller nor any Company has settled, compromised, waived, released or assigned any material rights or claims it has under or in respect of any Action, Applicable Contract, Tax matter or insurance policy relating to the Business or the Companies or made any material modification or material amendment with respect to each any Applicable Contract; (4) there has not been any: (a) any change in the authorized accounting practices, methods or issued capital stock principles used by Asset Seller (except as otherwise contemplated by this Agreement); grant of but solely with respect to the Division) or any Company; (5) there has not been any material increase in the benefits under, or the establishment, amendment or termination of, any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or right to restricted stock awards), stock purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by employee benefit plan covering any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice); (b) amendment to employees of the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement); (c) payment or increase by Acquiror Division or any of the Subsidiaries of Companies, or any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases material increase in the Ordinary Course compensation payable or to become payable to, or any other material change in the employment terms for any officer of Business the Division or otherwise in accordance with past compensation practices) any Company or entry by Acquiror any other employee of the Division or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employee; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (i) incurrence of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (j) cancellation or waiver of any claims or rights with a value to Acquiror or any of its Subsidiaries Companies earning in excess of $500,000 other than in the Ordinary Course of Business100,000 per year; (k6) there has not been any investment inentry by Asset Seller (with respect to the Division) or any Company into an employment, consulting, severance, termination or purchase ofindemnification agreement with any officer of Asset Seller with respect to the Business or the Division or any Company or any other employee of Asset Seller with respect to the Business or the Division or any of the Companies earning in excess of $100,000 per year; (7) neither Asset Seller (with respect to the Division) nor any Company has incurred any material Liabilities, a depreciable other than Liabilities incurred in the ordinary course of business consistent with past practice; (8) neither Asset Seller (with respect to the Division) nor any Company has entered into any Contract or amortizable capital asset exceeding $500,000, engaged in any transaction requiring the performance of services or aggregate investments the delivery of a capital nature goods or materials by or to Asset Seller or any Company for consideration exceeding $1,000,000 (other than in any one year or which is likely to result in the Ordinary Course incurrence of Business);Liabilities by Asset Seller (but only with respect to the Division) or any Company in excess of $1,000,000; and (l9) transaction for neither Asset Seller (with respect to the borrowing Division) nor any Company has entered into any Contract or loaning of monies, other than in the Ordinary Course of Business; (m) material change in the accounting methods used by Acquiror or any of its Subsidiaries; or (n) agreement, whether oral or written, by Acquiror or any of its Subsidiaries commitment with respect to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.16Since October 1, since December 31, 1996, each of Acquiror and its Subsidiaries 2009 Seller has conducted its business only not: (a) suffered any change which would have a Seller Material Adverse Effect; (b) except in the Ordinary Course of Business and consistent with prudent banking practices, (i) sold, transferred, leased, pledged, mortgaged, or otherwise encumbered or (except for this Agreement) agreed to sell, transfer, lease, pledge, mortgage or otherwise encumber, any of the Acquired Assets or rights with respect thereto, (ii) canceled, waived, compromised or agreed to cancel, waive or compromise any debts, claims or rights with respect to each there has not been any:the Acquired Assets or the Assumed Liabilities, or (iii) amended, modified or supplemented any of the terms or conditions governing the Loans; (ac) made or permitted any amendment, termination or lapse of any contract, lease, agreement, license or permit, if such amendment, termination or lapse (individually or in the aggregate) would reasonably be expected to have a Seller Material Adverse Effect; (d) made any change in any method of management or operation of the authorized Branches not in the Ordinary Course of Business or issued capital stock (any accounting change, except as otherwise contemplated may be required by generally accepted accounting principles or general regulatory requirements; (e) except as set forth in Schedule 4.14(e) hereof, granted any general increase in the compensation (including bonuses) of its officers or employees located at the Branches or the Select Remote Employees (including any increase pursuant to any bonus, pension, profit sharing or other plan or commitment), except for, to the extent permitted by Section 6.1(b)(i) hereof for the period between the date hereof and the Closing Date, normal periodic increases made pursuant to established compensation policies applied on a basis consistent with that of the prior year, and increases and payments necessary, in the Seller’s reasonable discretion, to maintain and preserve the operation of the Branches, all of which increases that relate to employees located at the Branches or the Select Remote Employees shall be promptly disclosed in writing to Buyer by Seller within forty-five (45) days prior to the Closing Date; (f) caused the Branches to transfer to Seller’s other operations any deposits other than deposits that are not Deposits for purposes of this Agreement); grant of any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (, except in the Ordinary Course of Business at the unsolicited request of depositors, or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or caused any of its Subsidiaries of any shares of any such capital stock; or declaration or payment of any dividend or Seller’s other distribution or payment in respect of shares of the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely operations to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice); (b) amendment transfer to the certificate or articles of incorporation or charterBranches any deposits, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement); (c) payment or increase by Acquiror or any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any at the unsolicited request of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employee; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000depositors; (g) material made any change to its customary policies for setting rates on deposits offered at the Branches, including any increase in any existing material lease of real or personal property;interest rates paid except as otherwise contemplated by Section 6.1(b)(v) hereof; or (h) sale (entered into any other than transaction or agreement, incurred any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (i) incurrence of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (j) cancellation or waiver of any claims or rights with a value to Acquiror or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Business; (k) any investment incapital expenditures, or purchase ofconducted its affairs, a depreciable in each case as related to the Acquired Assets or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of moniesAssumed Liabilities, other than in the Ordinary Course of Business; (m) material change in the accounting methods used Business and consistent with prudent banking practices except as contemplated by Acquiror or any of its Subsidiaries; or (n) agreement, whether oral or written, by Acquiror or any of its Subsidiaries to do any of the foregoingthis Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.16Since the date of the Audited Buyer Balance Sheet, since December 31, 1996, each of Acquiror and its Subsidiaries the Buyer has conducted its business only in the Ordinary Course of Business and ordinary course consistent with respect to each past practice and, since such date, there has not been any: (a) change in the authorized or issued capital stock (except as otherwise contemplated by this Agreement); grant of occurred: any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchaseevent, redemptiondamage, retirement or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice); (b) amendment to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement); (c) payment or increase by Acquiror or any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employee; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not loss, whether covered by insurance that hador not, which has had or would reasonably be is expected to have, have a Material Adverse Effect on Acquiror; (f) the Buyer or its assets; any entry intoby the Buyer into a commitment or transaction material to the Buyer, termination which is not in the ordinary course of business consistent with past practice; any change by the Buyer in accounting principles, methods or extension ofpractices, except insofar as may have been required by a change in GAAP; any declaration, payment or receipt of notice of termination setting aside for payment of any joint venture dividends or similar agreementdistributions in respect to shares of Buyer Common Stock, or any material Contract (redemption, purchase or other than relating to a loan made by acquisition of any shares of Acquiror's banking Subsidiaries Buyer Common Stock; any cancellation of any debts or waiver or release of any right or claim of the Buyer individually or in the Ordinary Course aggregate material to the Buyer, whether or not in the ordinary course of Business) or transaction involving a total remaining commitment business; any revaluations by or to Acquiror or the Buyer of any of its Subsidiaries of at least $2,000,000; (g) assets or liabilities, including without limitation, writing-off notes or accounts receivable; any material change in any existing material lease of real or personal property; (h) sale (other than any sale increase in the Ordinary Course rate or terms of Business), lease compensation payable or other disposition of any material asset or property of Acquiror or to become payable by the Buyer to any of its Subsidiaries personnel or mortgageconsultants; any bonus, pledge incentive compensation, service award or imposition other benefit granted, made or accrued, contingently or otherwise, for or to the credit of any lien Buyer personnel; employee welfare, pension, retirement, profit-sharing or similar payment or arrangement made or agreed to by the Buyer for any Buyer personnel except for contributions in accordance with prior practice made to, and payments made to employees under, plans and arrangements existing on the date of the Audited Buyer Balance Sheet; any adoption of a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or other encumbrance on any material asset or property reorganization of Acquiror or any of its Subsidiaries except for tax and the Buyer, other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted than in connection with the acceptance transactions contemplated hereby; any purchase, acquisition or sale by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (i) incurrence Buyer of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (j) cancellation or waiver of any claims or rights with a value to Acquiror or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Business; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of moniesassets, other than in the Ordinary Course ordinary course of Business; (m) material change in business; any amendment, cancellation or termination of any Material Contract, including, without limitation, license or sublicense, or other instrument to which the accounting methods used by Acquiror Buyer is a party or to which the Buyer or any of the assets of the Buyer is bound; any failure to pay when due any material obligation of the Buyer; any failure to operate the business of the Buyer in the ordinary course with an effort to preserve the business intact, to keep available to the Buyer the services of its Subsidiariespersonnel, and to preserve for the Buyer the goodwill of its customers and others having business relations with the Buyer except for such failures that would not have a Material Adverse Effect on the Buyer; or (n) agreementany commitment to borrow money entered into by the Buyer, whether oral or written, by Acquiror or any loans made or agreed to be made by the Buyer, involving more than $100,000 individually or $500,000 in the aggregate (other than credit provided by suppliers or manufacturers in the ordinary course of its Subsidiaries the Buyer's business consistent with past practices); any liabilities incurred by the Buyer involving $10,000 or more individually and $25,000 or more in the aggregate, other than liabilities incurred in the ordinary course of business consistent with past practices; any payment, discharge or satisfaction of any material liabilities of the Buyer or any material capital expenditure of the Buyer, other than (i) the payment, discharge or satisfaction in the ordinary course of business consistent with prior practice of liabilities reflected or reserved against in the Audited Financial Statements or incurred in the ordinary course of business consistent with prior practice since the date of the Audited Buyer Balance Sheet, and (ii) any capital expenditures involving $10,000 or less individually and $25,000 or less in the aggregate; any amendment of the Buyer's Articles of Incorporation or Buyer Bylaws; or any agreement by the Buyer to do any of the foregoingthings described in the preceding clauses (a) through (p) of this section other than as expressly contemplated or provided for in this Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.162.1(i) hereto, to the best of the knowledge and belief of the Company and the Selling Shareholders, since December 31, 1996, each the date of Acquiror and its Subsidiaries has conducted its business only in the Ordinary Course of Business and with respect to each Unaudited Financial Statements there has not been anybeen: (ai) Any material adverse change in the authorized financial condition, results of operation, assets, liabilities or issued capital stock prospects of the Company or the Business, or any occurrence, circumstance, or combination thereof which reasonably could be expected to result in any such material adverse change; (except as otherwise contemplated ii) Any transaction relating to or involving the Company, the Business, the assets of the Company or the Selling Shareholders which was entered into or carried out by this Agreement); grant the Company or the Selling Shareholders other than in the ordinary and usual course of business; (iii) Any change by the Company in its accounting or tax practices or procedures; (iv) Any incurrence of any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except liability, other than liabilities incurred in the Ordinary Course ordinary course of Business or otherwise in accordance business consistent with past compensation practices); issuance ; (v) Any sale, lease, or disposition of, or any agreement to sell, lease, or dispose of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries of any shares of any such capital stock; properties (whether leased or declaration owned), or payment of any dividend or other distribution or payment in respect of shares the assets of the capital stock of Acquiror or any of its Subsidiaries (Company, other than dividends paid by sales, leases, or dispositions of goods, materials, or equipment in the usual and ordinary course of business and consistent with prior practice; (vi) Any event permitting any of the Subsidiaries solely assets or the properties of the Company (whether leased or owned) to Acquiror be subjected to any pledge, encumbrance, security interest, lien, charge, or dividends paid by Acquiror to its stockholders in accordance with past practiceclaim of any kind whatsoever (direct or indirect) (collectively, "liens"); (bvii) amendment Any increase in compensation or any adoption of, or increase in, any bonus, incentive compensation, pension, profit sharing, retirement, insurance, medical reimbursement or other employee benefit plan, payment or arrangement to, for, or with any employee of the Company, other than certain bonuses paid to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement)Selling Shareholders and disclosed in writing to the Purchaser; (cviii) Any payment or increase by Acquiror distribution of any bonus to, or cancellation of indebtedness owing from, or incurring of any liability relating to any employees, consultants, directors, officers, or agents, or any of persons related thereto, other than certain bonuses paid to the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employeeSelling Shareholders; (dix) adoptionAny notice (written or unwritten) from any employee of the Company that such employee has terminated, material amendment or intends to terminate, such employee's employment with the Company; (except for x) Any adverse relationship or condition with Suppliers (as defined in Section 2.1(q)(i) hereof), vendors, or Customers (as defined in Section 2.1(ae) hereof) that may have an adverse effect on the Company, the Business, or the assets of the Company; (xi) Any event, including, without limitation, shortage of materials or supplies, fire, explosion, accident, requisition or taking of property by any amendment necessary governmental agency, flood, drought, earthquake, or other natural event, riot, act of God or a public enemy, or damage, destruction, or other casualty, whether covered by insurance or not, which has had an adverse effect on the Company, the properties (whether leased or owned), the Business, or the assets of the Company or any such event which could be expected to comply with any Legal Requirementhave an adverse effect on the Company, the properties (whether leased or owned), the Business, or the assets of the Company; (xii) Any modification, waiver, change, amendment, release, rescission, accord and satisfaction, or termination of, or increase with respect to, any term, condition, or provision of any contract, agreement, license, or other instrument to which the Company or the Selling Shareholders are a party and relating to or affecting the Business or the assets of the Company other than any satisfaction by performance in accordance with the terms thereof in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below)usual and ordinary course of business and consistent with prior practice; (exiii) damage to Any discharge or destruction or loss satisfaction of any asset Lien or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination payment of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (i) incurrence of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (j) cancellation or waiver of any claims or rights with a value to Acquiror or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Business; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of moniesliabilities, other than in the Ordinary Course ordinary course of Businessbusiness; (mxiv) Any waiver of any rights of substantial value by the Company, other than waivers having no material change adverse effect on the Company; (xv) Any issuance of equity securities of the Company or any issuance of warrants, calls, options or other rights calling for the issuance, sale, or delivery of the Company's equity securities; (xvi) Any declaration of any dividend or any distribution of any shares of its capital stock, or redemption, purchase, or other acquisition of any shares of its capital stock or any grant of an option, warrant, or other right to purchase or acquire any such shares; (xvii) Any amendment, or agreement to amend, the Company's Articles of Incorporation or Bylaws, or any merger or consolidation with, or any agreement to merge or consolidate with, any other corporation, partnership, limited liability company or any other entity; (xviii) Any reduction, or agreement to reduce, the cash or short-term investments of the Company, other than to meet cash needs arising in the accounting methods used ordinary course of business; (xix) Any work interruptions, labor grievances or claims filed, proposed law or regulation or any event of any character, materially adversely affecting the Business or future prospects of the Company; (xx) Any revaluation by Acquiror or the Company of any of its Subsidiariesassets; (xxi) Any loan by the Company to any person or entity, or any guaranty by the Company of any loan; or (nxxii) agreement, whether oral or written, by Acquiror or any of its Subsidiaries to do any To the best knowledge of the foregoingCompany and the Selling Shareholders, any other event or condition of any character which materially adversely affects, or reasonably may be expected to so affect, the assets of the Company, the Business, or the properties (whether leased or owned) of the Company.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.16From the date of the ARIAD SWISSCO Balance Sheet to the date of this Agreement, since December 31, 1996, each of Acquiror and its Subsidiaries has conducted its the Acquired Companies have operated their business only in the Ordinary Course ordinary course of Business business and with respect to each there has not been with respect to any Acquired Company any: (a) change in the authorized or issued capital stock (except as otherwise contemplated by this Agreement); grant of any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror amendment to its stockholders in accordance with past practice)Organizational Documents; (b) amendment to the certificate change in its authorized or articles issued share capital (or equivalent), declaration, setting aside or payment of incorporation a dividend or charterother distribution (whether in cash, bylaws stock or property) in respect of any share capital (or equivalent), or issuance, sale, grant, repurchase or redemption of any shares of its share capital (or equivalent) or any other document of formation securities convertible, exchangeable or governance of Acquiror redeemable for, or any of its Subsidiaries (except as otherwise contemplated by this Agreement)options, warrants or other rights to acquire, any such securities; (c) payment or increase by Acquiror or any of the Subsidiaries incurrence of any bonuses, salaries Indebtedness in amounts in excess of US Dollars 50,000 individually or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases US Dollars 500,000 in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employmentaggregate, severance or similar Contract with any director, officer or employeethat would be outstanding immediately following the Closing; (d) adoptionsale, lease, license or transfer of, or Encumbrance on, any material portion of its assets other than in the ordinary course of business; (e) damage to, or destruction or loss of, any of material asset of the Acquired Company not covered by insurance; (f) except as required by Law, adoption of, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or material increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000Company Plan; (g) waiver or release of any material change right or claim other than in any existing material lease the ordinary course of real or personal propertybusiness; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (i) incurrence of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (j) cancellation or waiver of any claims or rights with a value to Acquiror or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Business; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of monies, other than in the Ordinary Course of Business; (m) material change in the accounting methods used by Acquiror the Acquired Companies; (i) making or rescission of any Tax election, settlement or compromise of any Tax Liability or amendment of any Tax Return; (j) payment, discharge or satisfaction of any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise of the Acquired Company), other than payments, discharges or satisfactions in the ordinary course of business of Liabilities or arising in the ordinary course of business since the date of the ARIAD SWISSCO Balance Sheet; (k) revaluation by the Acquired Company of any of its Subsidiariesassets (whether tangible or intangible), including writing down the value of inventory or writing off notes or accounts receivable; (l) loan by the Acquired Company to any Person, or purchase by the Acquired Company of any debt securities of any Person, except for advances to Employees for travel and business expenses in the ordinary course of business; or (nm) agreement, whether oral or written, agreement in writing by Acquiror or any of its Subsidiaries Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.16Attachment 3.16 to this Agreement, since December 31January 1, 19962008, each the Acquired Companies have conducted their businesses in a manner consistent with past practices and that does not materially and adversely affect the properties, assets, business, financial condition of Acquiror the Acquired Companies, and its Subsidiaries has conducted its business only in the Ordinary Course of Business and with respect to each there has not been any: (a) change in the authorized or issued capital stock (except as otherwise contemplated by this Agreement); grant of any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice)Acquired Company; (b) amendment to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement); (c) payment or increase by Acquiror or any of the Subsidiaries Acquired Company of any bonuses, salaries salaries, or other compensation to any shareholderstockholder, director, officer officer, or employee (not consistent with past practices except for periodic payments or increases amounts accrued and reflected in the Ordinary Course Financial Statements or execution of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance severance, or similar Contract with any director, officer officer, or employee; (dc) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination adoption of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below)profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement or other employee benefit plan for or with any employees of any Acquired Company not consistent with past practices; (ed) damage to or destruction or loss of any material asset or property of Acquiror any Acquired Company, whether or any of its Subsidiaries not covered by insurance that hadinsurance, materially and adversely affecting the properties, assets, business, financial condition or would reasonably be expected to haveprospects of the Acquired Companies, taken as a Material Adverse Effect on Acquirorwhole; (e) any agreement or arrangement made between or among any Acquired Company and any of the SELLERS; (f) entry intosale, termination or extension oflease, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries Acquired Company or mortgage, pledge pledge, or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and Acquired Company not consistent with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Businesspractices; (i) incurrence of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (jg) cancellation or waiver of any claims or rights with a value to Acquiror or any Acquired Company outside the ordinary course of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Businessbusiness consistent with past practices; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of monies, other than in the Ordinary Course of Business; (mh) material change in the accounting methods used by Acquiror or any of its SubsidiariesAcquired Company; or (ni) agreement, whether oral or written, by Acquiror or any of its Subsidiaries Acquired Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as contemplated or expressly permitted by this Agreement and except as set forth on Schedule 3.1(f) or disclosed in Schedule 5.16any filing with the Securities Exchange and Commission prior to the date hereof, since December March 31, 19962001, each of Acquiror and its Subsidiaries has conducted its business only in the Ordinary Course of Business and with respect to each there has not been any: (ai) change in the authorized any material damage, destruction or issued capital stock (except as otherwise contemplated by this Agreement); grant loss of any stock option or right kind with respect to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries the Assigned Assets, nor has there been any event or circumstance which has had or reasonably could be expected to have a material adverse effect on the financial condition or business operations of such Assignor; (ii) any shares of any such capital stock; or declaration declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or payment property) with respect to any of the Assignors' outstanding capital stock; (iii) any cancellation or compromise of any debt or claim, or waiver or release of any right, except in the ordinary course of business consistent with past practices; (iv) any sale, assignment, lease or disposition of assets of any of the Assignors (or a commitment to do any of the foregoing), except in the case of obsolete equipment or in connection with the acquisition of replacement property that has substantially the same value and utility; (v) any Lien created or assumed upon the Assigned Assets (other than Permitted Liens); (vi) any capital expenditures, or commitments to make such capital expenditures, in excess of $100,000 (in the aggregate); (vii) the execution of any agreement with any director, officer, employee or independent contractor of any of the Assignors providing for his/her employment, or any increase in compensation or severance or termination of benefits payable or to become payable by an Assignor to such director, officer, employee, or independent contractor, or any increase in benefits under any collective bargaining agreement or other Employee Benefit Plan of any of the Assignors, except in the ordinary course of business consistent with past practices; (viii) any distributions to its stockholders in respect of shares its Capital Stock or loans to any Person; or (ix) any transaction with any Affiliate required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act of 1933, as amended. Since March 31. 2001 such Assignor has not conducted the Business other than in the ordinary course, consistent with such Assignor's past practice. Since March 31, 2001, there has not been any material adverse change in the Business or the financial condition or results of operations of the capital stock of Acquiror or Business. Since December 31, 2000, there has not been any of its Subsidiaries (other than dividends paid change by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice); (b) amendment to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement); (c) payment or increase by Acquiror or any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employee; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (i) incurrence of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (j) cancellation or waiver of any claims or rights with a value to Acquiror Company or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Business; (k) any investment intheir financial or tax accounting principles or methods, except insofar as required by GAAP, applicable law or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of monies, other than in the Ordinary Course of Business; (m) material change in the accounting methods used by Acquiror or any of its Subsidiaries; or (n) agreement, whether oral or written, by Acquiror or any of its Subsidiaries to do any circumstances which did not exist as of the foregoingdate of the December 31, 2000 audited financial statements.

Absence of Certain Changes and Events. Except as Since the date of the Balance Sheet, the Acquired Companies have conducted their businesses only in the Ordinary Course of Business, there has not been any Company Material Adverse Effect, no event has occurred or circumstance exists that may result in a Company Material Adverse Effect and there has not been: (a) any material loss, damage or destruction to, or any material interruption in the use of, any of the assets of any of the Acquired Companies (whether or not covered by insurance) that has had or could reasonably be expected to have a Company Material Adverse Effect; (i) any declaration, accrual, set forth aside or payment of any dividend or any other distribution in Schedule 5.16respect of any shares of capital stock of any Acquired Company, or (ii) any repurchase, redemption or other acquisition by any Acquired Company of any shares of capital stock or other securities; (c) any sale, issuance or grant, or authorization of the issuance of, (i) any capital stock or other security of any Acquired Company (except for Company Common Stock issued upon the valid exercise of outstanding Company Stock Options), (ii) any option, warrant or right to acquire any capital stock or other security of any Acquired Company (except for Company Stock Options) or (iii) any instrument convertible into or exchangeable for any capital stock or other security of any Acquired Company; (d) any amendment or waiver of any of the rights of any Acquired Company under, or acceleration of vesting under, (i) any provision of any of Company's employee stock option plans, (ii) any provision of any Contract evidencing any outstanding Company Stock Option, (iii) any provision on any Company warrant or (iv) any restricted stock purchase agreement; (e) any amendment to any Governing Document of any of the Acquired Companies or any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction involving any Acquired Company; (f) any receipt by the Acquired Companies of any Acquisition Proposal; (g) any creation of any Subsidiary of an Acquired Company or acquisition by any Acquired Company of any equity or other interest in any other Person; (h) except in the Ordinary Course of Business, any capital expenditure by any Acquired Company which, when added to all other capital expenditures made by or on behalf of the Acquired Companies since December 31the date of the Balance Sheet, 1996exceeds $50,000 in the aggregate; (i) except in the Ordinary Course of Business, each any action by the Acquired Companies to (i) enter into, or suffer any of Acquiror and its Subsidiaries has conducted its business only the assets owned or used by it to become bound by, any material Contract, or (ii) amend or terminate, or waive any material right or remedy under, any material Contract; (j) any (i) acquisition, lease or license by any Acquired Company of any material right or other material asset from any other Person, (ii) sale or other disposal or lease or license by any Acquired Company of any material right or other material asset to any other Person or (iii) waiver or relinquishment by any Acquired Company of any right, except for rights or other assets acquired, leased, licensed or disposed of in the Ordinary Course of Business and consistent with past practices; (k) any write-off as uncollectible of, or establishment of any extraordinary reserve with respect to each there has not been any:to, any account receivable or other indebtedness of an Acquired Company; (al) change in the authorized or issued capital stock (except as otherwise contemplated by this Agreement); grant any pledge of any stock option assets of, or right sufferance of any of the assets of, an Acquired Company to purchase shares become subject to any Encumbrance, except for pledges or sufferances of capital stock of Acquiror or its Subsidiaries (except immaterial assets made in the Ordinary Course of Business or otherwise in accordance and consistent with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice); (b) amendment to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement); (c) payment or increase by Acquiror or any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employee; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (i) incurrence of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (j) cancellation or waiver of any claims or rights with a value to Acquiror or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Business; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of monies, other than in the Ordinary Course of Business; (m) other than loans and/or guarantees made between one or more of the Acquired Companies for the benefit of another Acquired Company, any (i) loan by an Acquired Company to any Person, or (ii) incurrence or guarantee by an Acquired Company of any indebtedness for borrowed money; (n) any (i) adoption, establishment, entry into or amendment by an Acquired Company of any stock option plan or (ii) payment of any bonus or any profit sharing or similar payment to, or material change increase in the accounting methods used by Acquiror amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its Subsidiariesthe directors, officers or employees of any Acquired Company; (o) any change of the methods of accounting or accounting practices of any Acquired Company in any material respect; (p) any material Tax election by any Acquired Company; (q) any commencement or settlement of any Proceeding by any Acquired Company that would have a Company Material Adverse Effect; or (nr) agreement, whether oral any agreement or written, by Acquiror or any of its Subsidiaries commitment to do take any of the foregoingactions referred to in clauses (c) through (q) above.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.16, since December 31, 1996, each of Acquiror and its Subsidiaries has conducted its business only in the Ordinary Course of Business and with respect to each there has not been any: (a) change in the authorized or issued capital stock (except as otherwise contemplated by this Agreement); grant , since the Balance Sheet Date (as defined below): (i) the business of Ninthone has been conducted only in the ordinary course and substantially in the manner that such business was heretofore conducted; (ii) Ninthone has not entered into any contract, agreement or other instrument, written or oral, which has resulted or will result in a transfer of assets; (iii) there has been no material adverse change in the assets, financial condition, operating results, customer, supplier or employee relations or liabilities of Ninthone including any material casualty loss or damage to the assets of Ninthone, whether or not covered by insurance; (iv) there has been no split, combination or reclassification of capital stock or any securities of Ninthone, or any redemption or other acquisition by Ninthone of any shares of capital stock option or any securities of Ninthone; (v) there has not been any damage, destruction or casualty loss materially adversely affecting the business, results of operations or financial condition of Ninthone; (vi) there has not been (i) any increase in the rate or terms of compensation payable or to become payable by Ninthone to its directors, officers, managers, employees or commission sales personnel or (ii) any entering by Ninthone into any new employment agreement or any modification of the terms of any existing employment agreement; (vii) except with respect to the agreements set forth on Schedules I and II, there has not been any entry into of any material contract (including, without limitation, any relating to borrowing, capital expenditures or capital financing) by Ninthone; (viii) there has not been any change by Ninthone in accounting methods, principles or practices; (ix) there has not been any issuance, sale, encumbrance, or gift of any capital stock or any other security of Ninthone or of any option, security convertible into or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences security of indebtedness Ninthone; (x) except in connection with customer deposits); grant respect to the agreements set forth on Schedules I and II, Ninthone has not made any material capital expenditures or commitments to make capital expenditures; (xi) Ninthone has not made any disposition or sale of any registration rights; purchaseasset of Ninthone; (xii) except with respect to the agreements set forth on Schedules I and II, redemptionNinthone has not mortgaged, retirement granted a security interest in, pledged or other acquisition by Acquiror subjected to Liens any assets of Ninthone; (xiii) except with respect to the agreements set forth on Schedules I and II, Ninthone has not incurred or assumed any indebtedness for borrowed money having a repayment term of its Subsidiaries of any shares greater than one year, including the current portion of any such capital stock; indebtedness, and any other instruments treated as long term debt in accordance with U.S. GAAP; (xiv) Ninthone has not waived, cancelled or declaration released any material right, interest, claim, demand, assessment, judgment, order, decree, action, cause of action, litigation, suit, investigation or payment other proceeding (collectively, “Claim”) or suffered the lapse or other loss of any dividend such Claim; (xv) Ninthone has not instituted, settled or agreed to settle any action, suit, litigation, claim, investigation, legal, administrative or arbitration proceeding; and (xvi) Ninthone has not authorized, agreed or entered into any contract, agreement or other distribution instrument, written or payment in respect of shares of the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by oral, to take any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders types of action described in accordance with past practice); (b) amendment to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement); (c) payment or increase by Acquiror or any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employee; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: subsections (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; through (iixv) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (i) incurrence of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (j) cancellation or waiver of any claims or rights with a value to Acquiror or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Business; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of monies, other than in the Ordinary Course of Business; (m) material change in the accounting methods used by Acquiror or any of its Subsidiaries; or (n) agreement, whether oral or written, by Acquiror or any of its Subsidiaries to do any of the foregoingabove.

Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or as set forth in Schedule 5.16on Section 4.07 of the Sellers Disclosure Schedule, since December March 31, 1996, each of Acquiror and its Subsidiaries has conducted its business only in the Ordinary Course of Business and with respect to each there has not been any2012: (a) change the Business has been conducted in the authorized or issued capital stock (except as otherwise contemplated by this Agreement); grant of any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except ordinary course, substantially in the Ordinary Course of manner that such Business or otherwise was heretofore conducted and in accordance material compliance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice)applicable Law; (b) amendment to the certificate no circumstance, condition, event or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement); (c) payment or increase by Acquiror or any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employee; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance change has occurred that had, has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect Effect; (c) none of the Constitutional Documents of any member of the Company Group has been amended; (d) the Company Group has not (i) hired or terminated any employee, consultant or manager (other than any such hire or termination that occurred prior to the date of this Agreement); (ii) increased or established, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company Group to its officers, directors, consultants, employees or other service providers, including, without limitation, pursuant to any Employee Plan; (iii) adopted, entered into, established, amended, modified, or terminated any Employee Plan (other than any such adoption, entrance into, establishment, amendment, modification or termination that occurred prior to the date of this Agreement); (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof); or (v) granted any cash bonus, incentive, performance or other incentive compensation; (e) the Company Group has not taken any action which could reasonably be expected to cause, or fail to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on Acquirorthe productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company Group; (f) entry intothere has not been any change by the Company Group in accounting methods, termination principles or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000practices; (g) material change in there has not been any existing material lease issuance, transfer, sale, Encumbrance, redemption, repurchase or gift of real any Common Stock, Preferred Stock or personal propertyother Capital Stock of the Company Group or of any phantom stock, option, security convertible into or right to purchase any such Common Stock, Preferred Stock or other Capital Stock; (h) sale there has not been any dividend or distribution by the Company Group (other than any sale whether in the Ordinary Course of Business)cash, lease equity interests or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Businessproperty); (i) incurrence the Company Group has not made any acquisition, transfer, disposition or sale of, or licensed, sub-licensed, abandoned, failed to maintain or permitted to lapse, any material asset of any obligation or liability (fixed or contingent) the Company Group other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practices of the Company Group; (j) cancellation the Company Group has not (i) acquired by merger or waiver consolidation with, or purchased substantially all of the equity interests or assets of, any business or Person, (ii) made any investment in the securities (including debt instruments) of any claims Person or rights (iii) merged or consolidated with a value to Acquiror or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of BusinessPerson; (k) any investment other than the Encumbrances listed on Section 4.15(a) of the Sellers Disclosure Schedule, the Company Group has not mortgaged, granted a security interest in, pledged or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 subjected to Encumbrance (other than in Permitted Encumbrances) any assets of the Ordinary Course of Business)Company Group; (l) transaction the Company Group has not (i) incurred or assumed any indebtedness for the borrowing or loaning of monies, borrowed money other than advances drawn by the Company Group in the Ordinary Course ordinary course of Businessits business from its lines of credit and credit facilities existing on the date of this Agreement, or (ii) made any loans or advances to any Person; (m) material change the Company Group has not created any Subsidiary; (n) the Company Group has not instituted, settled or agreed to settle any Proceedings; (o) the Company Group has not made any commitment for any capital expenditure in excess of Two Hundred Thousand Dollars ($200,000) in the accounting methods used by Acquiror aggregate; (p) other than any Material Contracts entered into prior to the date of this Agreement, the Company Group has not entered into any Material Contract other than those entered into in the ordinary course of business consistent with past practices of the Company Group, and the Company Group has not amended, modified, renewed or terminated any Material Contract (other than any such amendment, modification, renewal or termination that occurred prior to the date of this Agreement); (q) the Company Group has not renewed or entered into any non-compete, exclusivity, non-solicitation or other agreement that restricts or limits, in any material respect, the operations of the Company Group (or Buyer or any of its Subsidiaries; orAffiliates) after consummation of the Closing; (nr) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement; (s) with respect to the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, whether oral tax sharing agreement, tax indemnity agreement or writtenclosing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; (t) the Company Group has operated, by Acquiror maintained, insured, repaired and otherwise preserved the Real Property substantially in accordance with past practice of the Company Group, and performed all obligations of the Company Group as tenant under the Real Property Leases; and (u) the Company Group has not authorized, agreed or entered into any of its Subsidiaries Contract or commitment to do take any of the foregoingtypes of action described in subsections (a) through (u) above.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.16Since the Reference Balance Sheet Date, since December 31, 1996, each of Acquiror and its Subsidiaries has conducted its business only in the Ordinary Course of Business and with respect to each there has not been any: any Company Material Adverse Effect. Since the Reference Balance Sheet Date, (ai) change in the authorized or issued capital stock (except as otherwise contemplated by this Agreement); grant of any stock option or right to purchase shares of capital stock of Acquiror or Company and its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice); (b) amendment to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement); (c) payment or increase by Acquiror or any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employee; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries have conducted their business in the Ordinary Course of Business, and (ii) or transaction involving a total remaining commitment by or to Acquiror or except as set forth in Section 3.18 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries of at least $2,000,000;has: (ga) material change in granted any existing material lease of real or personal property; (h) sale (other than any sale increase in the Ordinary Course of Business)base compensation of, lease or paid any bonuses or other disposition of any material asset or property of Acquiror or compensation to, any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax officers and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in employees outside the Ordinary Course of Business; (ib) incurrence adopted, amended, or increased the payments or benefits under, any Employee Benefit Plan outside of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (jc) cancellation acquired assets outside of the Ordinary Course of Business, including acquired any business, whether by merger, consolidation, the purchase of a substantial portion of the assets or waiver equity interests of such business or otherwise; (d) sold, leased, or otherwise disposed of any claims or rights with a value to Acquiror or any assets outside of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Business; (ke) any investment inmade, or purchase ofmade any commitment with respect to, a depreciable or amortizable any capital asset exceeding $500,000, or aggregate investments expenditures outside the scope of a capital nature exceeding $1,000,000 (other than the most recent budget of the Company and its Subsidiaries previously made available to the Emdeon Entities in the Ordinary Course of Business)Data Room; (lf) transaction for incurred, assumed, or guaranteed any Indebtedness (excluding any Indebtedness incurred pursuant to the borrowing Company Credit Facility as in effect on the date hereof), or loaning made any loans, advances or capital contributions to, or investments in, any other Person; (g) cancelled, compromised, waived or released any right or claim (or series of monies, other related rights and claims) either involving more than in $30,000 or outside the Ordinary Course of Business; (mh) experienced any damage, destruction or loss (whether or not covered by insurance) to any of the assets of the Company and its Subsidiaries in excess of $30,000; (i) made any material change in the connection with its accounts payable or accounts receivable terms, systems, policies or procedures, or distributed any accounts receivable to any Company Members; (j) made any material change in its accounting methods used by Acquiror or any of its Subsidiariestax methods; or (nk) entered into any agreement, whether oral or written, by Acquiror or any of its Subsidiaries to do any of the foregoing.

Absence of Certain Changes and Events. Since December 31, 2002, except as set forth on Schedule 3.15, there has not been any material adverse change in the business, operations, properties, prospects, assets, or condition of Company, and no event has occurred or circumstance exists that may result in such a material adverse change. Neither Company nor any Subsidiary has taken any steps, and none of them currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does Company or any Subsidiary have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 5.163.15, since December 31, 19962002, Company and each of Acquiror and its Subsidiaries Subsidiary has conducted its business only in the Ordinary Course of Business and with respect to each there has not been any: (a) change in the authorized payment or issued capital stock (except as otherwise contemplated increase by this Agreement); grant Company or any Subsidiary of any stock option bonuses, salaries, or right other compensation to purchase shares of capital stock of Acquiror any director, officer, or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice); (bBusiness) amendment to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement); (c) payment or increase by Acquiror or any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance severance, or similar Contract with any director, officer officer, or (except in the Ordinary Course of Business) employee; (db) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination adoption of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below)profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of Company or any Subsidiary; (ec) damage to or destruction or loss of any asset or property of Acquiror owned or used by Company or any of its Subsidiaries Subsidiary, whether or not covered by insurance that hadinsurance, materially and adversely affecting the properties, assets, business, financial condition, or would reasonably be expected to have, a Material Adverse Effect on Acquirorprospects of Company or any Subsidiary; (fd) entry into, termination or extension of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture venture, credit, affiliation or similar agreement, or (ii) any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror Company or any of its Subsidiaries Subsidiary of at least $2,000,000; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries 25,000 except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (ie) incurrence of any obligation or liability sale (fixed or contingent) other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property owned or used by the Companies or mortgage, pledge, or imposition of any Encumbrance on any material asset or property owned or used by Company or any Subsidiary; (jf) cancellation or waiver of any claims or rights with a value to Acquiror Company or any of its Subsidiaries Subsidiary in excess of $500,000 other than in the Ordinary Course of Business25,000; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of monies, other than in the Ordinary Course of Business; (mg) material change in the accounting methods used by Acquiror Company or any of its SubsidiariesSubsidiary; or (nh) agreement, whether oral or written, by Acquiror Company or any of its Subsidiaries a Subsidiary to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.16Section 4.10 of the Sellers Disclosure Letter or as contemplated by this Agreement, since December 31, 1996the Balance Sheet Date, each of Acquiror Seller and its Subsidiaries has the Purchased Companies have conducted its business the Businesses only in the Ordinary Course of Business ordinary course and with respect to each there has not or have not been any: (a) change liabilities (whether absolute, accrued or contingent and whether due or to become due) incurred by or with respect to the Businesses, except (i) as disclosed in the authorized or issued capital stock (except as otherwise contemplated by this Agreement); grant of any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares Section 4.5(c) of the capital stock of Acquiror or Sellers Disclosure Letter, (ii) executory Liabilities arising under any of its Subsidiaries Material Contract entered into since the Balance Sheet Date (other than dividends paid by any as a result of a breach thereof), (iii) as incurred in the Subsidiaries solely to Acquiror ordinary course of business, or dividends paid by Acquiror to its stockholders (iv) for liabilities not material in accordance with past practice)amount or reflected or reserved against in the Financial Statements; (b) amendment to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement); (c) payment or increase by Acquiror or any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employee; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any material asset or material property of Acquiror owned or any of its Subsidiaries used by the Businesses, whether or not covered by insurance that hadinsurance, other than in the ordinary course of business; (c) (i) termination prior to the expiration of its term, or receipt of written notice of termination prior to the expiration of its term, of any Material Contract, where such termination would reasonably be expected to haveresult in material costs or liabilities to the Businesses, taken as a Material Adverse Effect on Acquiror; whole, or (fii) entry into, termination amendment or extension of, modification of or receipt of notice of termination settlement or waiver of any joint venture or similar agreementrights under any Material Contract, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course ordinary course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000business; (gd) material change sale, assignment, exclusive license or transfer of any Owned IP Assets with a value to the Businesses in any existing material lease excess of real or personal property[**]5; (he) sale (other than any sale in the Ordinary Course of Business)i) sale, lease or other disposition of any material tangible property owned by or used in the conduct of the Businesses, or (ii) the imposition of any Lien, on any asset or property of Acquiror or any the Businesses and owned by a Purchased Company, including the Owned IP Assets, except, in each case of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; and (ii) granted in connection with repurchase ), for any such sale, lease, other disposition or reverse repurchase agreements; Lien as has not had or (iii) otherwise incurred would not, individually or in the Ordinary Course of Businessaggregate, reasonably be expected to result in material costs or liabilities to the Businesses, taken as a whole; (if) incurrence of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (j) cancellation cancellation, settlement or waiver of any claims or rights with a value to Acquiror or any of its Subsidiaries the Businesses in excess of $500,000 other than in the Ordinary Course of Business[**]6; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of monies, other than in the Ordinary Course of Business; (mg) material change in the accounting methods used by Acquiror any Seller or Purchased Company in operating the Businesses or any material Tax election; (h) material increase by any Seller or Purchased Company of its Subsidiariesany salary or other compensation to any Business Employee (except in the ordinary course of business consistent with past practice) or entry into, or modification or amendment of, any employment, severance or similar Contract with any Business Employee; (i) adoption of, or material increase in the benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement or other employee benefit plan for or with any Business Employee; 5 [**] – Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion. 6 [**] – Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion. (j) (i) acceleration of the collection of receivables or other amounts due from Third Parties or (ii) delay of the payment of any payables or other amounts owed to Third Parties, other than in the ordinary course of business consistent with past practice; or (nk) agreement, whether oral agreement by any Seller or written, by Acquiror or any of its Subsidiaries Purchased Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.16on Section 3.8 of the Company Disclosure Schedule, since December March 31, 19962000, each of Acquiror and its Subsidiaries the Company has conducted its business only in the Ordinary Course of Business and with respect to each there has not been anynot: (a) change suffered any Material Adverse Change; (b) suffered any damage, destruction or loss, whether or not covered by insurance, in an amount in excess of $50,000; (c) granted or agreed to make any increase in the authorized compensation payable or issued capital stock to become payable by the Company to any of its officers or employees, except for normal raises for nonexecutive personnel made in the ordinary course of business that are usual and normal in amount; (except as otherwise contemplated by this Agreement); grant d) declared, set aside or paid any dividend or made any other distribution on or in respect of any stock option or right to purchase the shares of capital stock of Acquiror the Company or its Subsidiaries (except in the Ordinary Course of Business declared or otherwise in accordance with past compensation practices); issuance of agreed to any security convertible into such capital stock direct or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, indirect redemption, retirement retirement, purchase or other acquisition by Acquiror or any the Company of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice); (b) amendment to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement); (c) payment or increase by Acquiror or any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employee; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below)shares; (e) damage to or destruction or loss issued any shares of any asset or property capital stock of Acquiror the Company or any warrants, rights, options or entered into any commitment relating to the shares of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquirorcapital stock of the Company; (f) entry intomade any change in the accounting methods or practices it follows, termination whether for general financial or extension of, or receipt of notice of termination of any joint venture or similar agreementtax purposes, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries change in the Ordinary Course of Business) depreciation or transaction involving a total remaining commitment by amortization policies or to Acquiror or any of its Subsidiaries of at least $2,000,000rates adopted therein; (g) material change sold, leased, abandoned or otherwise disposed of any real property or any machinery, equipment or other operating property other than in any existing material lease the ordinary course of real or personal propertyits business; (h) sale sold, assigned, transferred, licensed or otherwise disposed of any patent, trademark, trade name, brand name, copyright (or pending application for any patent, trademark or copyright), invention, work of authorship, process, know-how, formula or trade secret or interest thereunder or other than any sale Proprietary Asset except in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any ordinary course of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Businessbusiness; (i) incurrence of been involved in any obligation or liability (fixed or contingent) other than dispute involving any employee which may result in the Ordinary Course of Businessa Material Adverse Change; (j) cancellation engaged in any activity or waiver of entered into any claims material commitment or rights with a value to Acquiror transaction (including without limitation any borrowing or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Businesscapital expenditure); (k) incurred any investment inmaterial liabilities, contingent or purchase ofotherwise, a depreciable either matured or amortizable capital asset exceeding $500,000unmatured (whether or not required to be reflected in financial statements in accordance with GAAP, and whether due or aggregate investments of a capital nature exceeding $1,000,000 (other than to become due), except for accounts payable or accrued salaries that have been incurred by the Company since March 31, 2000, in the Ordinary Course ordinary course of Business)its business and consistent with the Company's past practices; (l) transaction for the borrowing permitted or loaning allowed any of moniesits material property or assets to be subjected to any mortgage, deed of trust, pledge, lien, security interest or other encumbrance of any kind, except those permitted under Section 3.9 hereof, other than any purchase money security interests incurred in the Ordinary Course ordinary course of Businessits business; (m) material change made any capital expenditure or commitment for additions to property, plant or equipment individually in excess of $50,000, or in the accounting methods used by Acquiror aggregate, in excess of $100,000; (n) paid, loaned or advanced any amount to, or sold, transferred or leased any properties or assets to, or entered into any agreement or arrangement with any of its Subsidiariesaffiliates within the meaning of the rules and regulations promulgated under the Securities Act of 1933 ("AFFILIATES"), officers, directors or stockholders or, to the Company's knowledge, any Affiliate or associate of any of the foregoing; (o) made any amendment to or terminated any agreement that, if not so amended or terminated, would be material to the business, assets, liabilities, operations or financial performance of the Company; (p) other than the Bridge Note and Warrant Agreement, entered into any agreement in contemplation of the transactions specified herein other than this Agreement and the Related Agreements; or (nq) agreementagreed to take any action described in this Section 3.8, whether oral or written, by Acquiror or any outside of the ordinary course of its Subsidiaries to do business or that would constitute a breach of any of the foregoingrepresentations or warranties contained in this Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.16Since the date of the Interim Balance Sheet, since December 31, 1996, each of Acquiror and its Subsidiaries the Company has conducted its business businesses only in the Ordinary Course of Business and with respect to each there has not been any: (a) change in the Company's authorized or issued capital stock (except as otherwise contemplated by this Agreement)stock; grant of any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices)Company; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits)stock; grant of any registration rights; purchase, redemption, retirement retirement, or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of (provided, however that the Company shall be permitted to make distributions to its Subsidiaries (other than dividends paid by any shareholders to meet their tax liabilities as a result of the Subsidiaries solely Company's status as a "S" corporation, which distributions shall be $53,297 net of $17,500 contributed by the Sellers relating to Acquiror or dividends paid by Acquiror their agreed portion of the legal fees. For purposes of such distributions the Company and the shareholders shall assume a 40% effective tax rate and the Company shall use good faith in determining the estimated amounts of the distributions to its stockholders shareholders to be made in accordance with past practice)advance of the Closing hereunder; (b) amendment to the certificate or articles Organizational Documents of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement)the Company; (c) payment or increase by Acquiror or any of the Subsidiaries Company of any bonuses, salaries salaries, or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases other than in the Ordinary Course of Business consistent with prior business practices, to any stockholder, director, officer, or otherwise in accordance with past compensation practices) employee, or entry by Acquiror or any of its Subsidiaries into any employment, severance severance, or similar Contract with any director, officer officer, or employee; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination adoption of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below)profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Company; (e) damage to or destruction or loss of any asset or property of Acquiror the Company, whether or any of its Subsidiaries not covered by insurance that hadinsurance, materially and adversely affecting the properties, assets, business, financial condition, or would reasonably be expected to haveprospects of the Company, taken as a Material Adverse Effect on Acquirorwhole; (f) entry into, termination or extension of, or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture venture, credit, or similar agreement, or (ii) any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries the Company of at least $2,000,00015,000 (other than contracts or transactions in connection with a lease for new office space); (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale sales of inventory in the Ordinary Course of Business), lease (other than a lease for new office space for the Company), or other disposition of any material asset or property of Acquiror or any of its Subsidiaries the Company or mortgage, pledge pledge, or imposition of any lien or other encumbrance on any material asset or property of Acquiror the Company, including the sale, lease, or other disposition of any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of BusinessIntellectual Property Assets; (i) incurrence of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (jh) cancellation or waiver of any claims or rights with a value to Acquiror or any of its Subsidiaries the Company in excess of $500,000 other than in the Ordinary Course of Business15,000; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of monies, other than in the Ordinary Course of Business; (mi) material change in the accounting methods used by Acquiror or any of its Subsidiariesthe Company; or (nj) agreement, whether oral or written, by Acquiror or any of its Subsidiaries the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.16, since From December 31, 1996, each 2016 until the date of Acquiror and its Subsidiaries has conducted its business only in the Ordinary Course of Business and with respect to each there has not been any: (a) change in the authorized or issued capital stock (except as otherwise contemplated by this Agreement); grant of any stock option , no fact, event or right to purchase shares of capital stock of Acquiror circumstance has occurred or its Subsidiaries (except arisen that, individually or in the Ordinary Course of Business or otherwise in accordance combination with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice); (b) amendment to the certificate or articles of incorporation or charter, bylaws or any other document of formation fact, event or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement); (c) payment or increase by Acquiror or any of the Subsidiaries of any bonusescircumstance, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employee; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance that had, has had or would reasonably be expected to have, have a Material Adverse Effect Effect. Except as set forth on AcquirorSchedule 3.7, from the Balance Sheet Date until the date of this Agreement, neither the Company nor the Subsidiary has taken any of the following actions: (a) made changes in any method of accounting or accounting practice of the Company or Subsidiary, except as required by a change in GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (b) made, revoked or changed any Tax election, changed any annual Tax accounting period, adopted or changed any method of Tax accounting, filed any amended Tax Return, entered into any closing agreement with respect to Taxes, waived any claim for refund or credit of Taxes, settled any audit, examination or Legal Proceeding related to Taxes, surrendered any right to claim a Tax refund, or consented to the extension or waiver of the limitations period applicable to any Tax Proceeding; (c) entered into any Contract (or series of related Contracts) outside the ordinary course of business; (d) entered into any Contract (or series of related Contracts) with any Affiliate of the Company or the Subsidiary; (e) accelerated, terminated, modified or cancelled any Contract (or series of related Contracts) involving more than $500,000 (individually or in the aggregate) to which the Company or the Subsidiary is a party or by which it is bound; (f) entry intopermitted, termination allowed or extension of, or receipt of notice of termination of suffered any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or Lien upon any of its Subsidiaries assets, tangible or intangible, or incurred, assumed or guaranteed any Indebtedness other than borrowings under the Credit Facility in the ordinary course of at least $2,000,000business; (g) material change sold, leased, licensed, transferred, assigned or otherwise disposed of any of their assets, except in the ordinary course of business and except for any existing material lease assets having an aggregate value of real or personal propertyless than $250,000; (h) sale (other than issued, sold or delivered any sale in the Ordinary Course of Business)Units or issued or sold any securities convertible into, lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and options with respect to, or warrants to which payment is not past duepurchase or rights to subscribe for, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of BusinessUnits; (i) incurrence other than as required by applicable Law, (A) materially increased the compensation of any obligation officer, manager, employee, contractor or liability (fixed director of the Company or contingent) the Subsidiary, other than as provided for in any Employee Plan, (B) hired or terminated any officer, or manager of the Ordinary Course Company or the Subsidiary, or employees or contractors with expected annual compensation or remuneration in excess of Business$200,000 or (C) entered into, amended or terminated any employment, severance, retention or change in control Contract with any Employee that is not terminable at will; (j) cancellation failed to pay any wages or waiver compensation due to any employee or contractor, changed the exempt or nonexempt status of any claims employee for purposes of the Fair Labor Standards Act and/or any comparable Law, or rights with a value to Acquiror changed the employment or contractor classification of any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Businessemployee or contractor; (k) adopted, amended, modified or terminated any investment in, Employee Plan or purchase of, a depreciable any Employee Plan or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than arrangement that would constitute an Employee Plan if it were in existence on the Ordinary Course of Business)date hereof; (l) transaction implemented any layoff of employees that would reasonably be expected to implicate the WARN Act; (m) acquired by merger or consolidation with, or by purchase of a substantial portion of the assets, stock or other equity of, or by any other manner, any business or any Person or any division thereof; (n) adopted any plan of merger, consolidation, reorganization, liquidation or dissolution or filed a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consented to the filing of any bankruptcy petition against it under any similar Law; (o) made any investment (by contribution to capital, property transfers, purchase of securities or otherwise) in, or made any loan or advance (other than travel and similar advances to its employees) in excess of $250,000 to any Person other than in the ordinary course of business; (p) entered into, modified or terminated any labor or collective bargaining agreement of the Company or the Subsidiary; (q) failed to maintain in full force and effect any insurance policy in effect, except for any policy replaced by a new or successor policy of substantially similar coverage; (r) terminated, amended, failed to renew or preserve or failed to maintain in full force and effect any material permit, except for amendments completed in the borrowing ordinary course of business, or loaning any registration or application for any Intellectual Property Rights; (s) declared, set aside or paid any dividend or made any distribution (other than tax distributions) with respect to the Units (whether in cash or in kind) or redeemed, purchased or otherwise acquired any of moniesthe Units; (t) effected any recapitalization, reclassification, unit split or like change to its classification; (u) paid, discharged, settled or satisfied any material claims or material Liabilities, other than in the Ordinary Course ordinary course of Business; (m) material change in the accounting methods used by Acquiror or any of its Subsidiariesbusiness; or (nv) entered into any agreement, whether oral in writing or writtenotherwise, by Acquiror or any of its Subsidiaries to do take any of the foregoingforegoing actions.

Absence of Certain Changes and Events. Except Since the date of the Audited PFC Balance Sheet or as set forth otherwise disclosed in Schedule 5.16subsequent filings with the Securities and Exchange Commission, since December 31, 1996, each of Acquiror and its Subsidiaries PFC has conducted its business only in the Ordinary Course of Business and ordinary course consistent with respect to each past practice and, since such date, there has not been anyoccurred: (a) change in the authorized any event, damage, destruction or issued capital stock (except as otherwise contemplated loss, whether covered by this Agreement); grant of any stock option insurance or right not, which has had or reasonably is expected to purchase shares of capital stock of Acquiror have a Material Adverse Effect on PFC or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice)assets; (b) amendment any entry by PFC into a commitment or transaction material to PFC, which is not in the certificate or articles ordinary course of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement)business consistent with past practice; (c) payment any change by PFC in accounting principles, methods or increase practices, except insofar as may have been required by Acquiror or any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases a change in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employeeGAAP; (d) adoptionany declaration, material amendment (except payment or setting aside for payment of any amendment necessary dividends or distributions in respect to comply with any Legal Requirement) or termination ofshares of PFC Common Stock, or increase in the payments to any redemption, purchase or benefits under, other acquisition of any Acquiror Employee Benefit Plan (as defined below)shares of PFC Common Stock; (e) damage to or destruction or loss any cancellation of any asset debts or property waiver or release of Acquiror any right or any claim of its Subsidiaries PFC individually or in the aggregate material to PFC, whether or not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquirorin the ordinary course of business; (f) entry into, termination or extension of, or receipt any revaluations by PFC of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000assets or liabilities, including without limitation, writing-off notes or accounts receivable; (g) any material change increase in the rate or terms of compensation payable or to become payable by PFC to any of its personnel or consultants; any bonus, incentive compensation, service award or other benefit granted, made or accrued, contingently or otherwise, for or to the credit of any PFC personnel; employee welfare, pension, retirement, profit-sharing or similar payment or arrangement made or agreed to by PFC for any PFC personnel except for contributions in accordance with prior practice made to, and payments made to employees under, plans and arrangements existing material lease on the date of real or personal propertythe Audited PFC Balance Sheet; (h) sale (any adoption of a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or other reorganization of PFC, other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Businesstransactions contemplated hereby; (i) incurrence any purchase, acquisition or sale by PFC of any obligation or liability (fixed or contingent) assets, other than in the Ordinary Course ordinary course of Businessbusiness; (j) any amendment, cancellation or waiver termination of any claims Material Contract, including, without limitation, license or rights with sublicense, or other instrument to which PFC is a value party or to Acquiror which PFC or any of its Subsidiaries in excess the assets of $500,000 other than in the Ordinary Course of BusinessPFC is bound; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments failure to pay when due any material obligation of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business)PFC; (l) transaction for any failure to operate the borrowing or loaning business of monies, other than PFC in the Ordinary Course ordinary course with an effort to preserve the business intact, to keep available to PFC the services of Businessits personnel, and to preserve for PFC the goodwill of its customers and others having business relations with PFC except for such failures that would not have a Material Adverse Effect on PFC; (m) material change any commitment to borrow money entered into by PFC, or any loans made or agreed to be made by PFC, involving more than $100,000 individually or $500,000 in the accounting methods used aggregate (other than credit provided by Acquiror suppliers or manufacturers in the ordinary course of PFC’s business consistent with past practices); (n) any liabilities incurred by PFC involving $10,000 or more individually and $25,000 or more in the aggregate, other than liabilities incurred in the ordinary course of business consistent with past practices; (o) any payment, discharge or satisfaction of any material liabilities of PFC or any material capital expenditure of its Subsidiariesthe PFC, other than (i) the payment, discharge or satisfaction in the ordinary course of business consistent with prior practice of liabilities reflected or reserved against in the PFC Financial Statements or incurred in the ordinary course of business consistent with prior practice since the date of the Audited PFC Balance Sheet, and (ii) any capital expenditures involving $10,000 or less individually and $25,000 or less in the aggregate; (p) any amendment of PFC’s Articles of Incorporation or PFC Bylaws; or (nq) agreement, whether oral or written, any agreement by Acquiror or any of its Subsidiaries PFC to do any of the foregoingthings described in the preceding clauses (a) through (p) of this Section 6.11, other than as expressly contemplated or provided for in this Agreement.

Absence of Certain Changes and Events. Except as set forth in on Schedule 5.163.7 of the Disclosure Schedule or as is otherwise contemplated by this Agreement, since December 31from the Balance Sheet Date to the date of this Agreement, 1996, each of Acquiror and its Subsidiaries has conducted its business only in the Ordinary Course of Business and with respect to each (a) there has not been anyoccurred a Material Adverse Effect and (b) the Company has not taken or failed to take, as applicable, any of the following actions: (a) change in the authorized make or issued capital stock (except as otherwise contemplated by this Agreement); grant of any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries of any shares of any such capital stock; or declaration or payment of declare any dividend or other distribution or payment in respect of shares the equity securities of the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice)Company; (b) amendment sell, assign, license, transfer, pledge, lease, grant preferential rights with respect to, sublicense, covenant not to assert with respect to, or otherwise dispose of, or incur any Lien (other than a Permitted Lien) on, any material assets (including any material Owned Intellectual Property) or abandon, cancel or permit to lapse or expire any Owned Intellectual Property, except with respect to non-exclusive licenses granted to customers in the certificate ordinary course of business or articles of incorporation with respect to immaterial or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement)obsolete Owned Intellectual Property; (c) payment receive, collect, compile, use, store, process, share, safeguard, secure (technically, physically or increase by Acquiror administratively), dispose of, destroy, disclose, or transfer (including cross-border) any Personal Information (or fail to do any of the Subsidiaries foregoing, as applicable) in violation of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employeePrivacy Requirements; (d) adoptionfail to take all actions (or avoid to take actions, material amendment (except for any amendment as appropriate) reasonably necessary to comply with protect the privacy and confidentiality of, and to protect and secure, any Legal Requirement) Personal Information in the possession or termination control of, or increase in processed by or on behalf of, the payments to Company, including by undergoing data security testing and auditing consistent with past practice and expeditiously and fully resolving or benefits under, any Acquiror Employee Benefit Plan (as defined below)remediating all material risks or vulnerabilities identified; (e) damage to (i) issue, sell, pledge, dispose of, grant, encumber, or destruction authorize the issuance, sale, pledge, disposition, or loss grant, of any asset Company Shares or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries equity interests in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror Company or any of its Subsidiaries or mortgage, pledge any securities convertible into or imposition of exchangeable for or entitling the holder thereof to purchase or receive any lien Company Shares or other encumbrance on any material asset or property of Acquiror equity interests in the Company or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past dueSubsidiaries, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase split, combine or reverse repurchase agreements; reclassify any Company Shares or (iii) otherwise incurred other equity interests in the Ordinary Course of Business; (i) incurrence of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (j) cancellation or waiver of any claims or rights with a value to Acquiror Company or any of its Subsidiaries in excess of $500,000 Subsidiaries, (iii) other than options granted to the Company’s employees and service providers as listed in Schedule 3.2(b), issue or sell any additional interests of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any Company Shares or other equity interests in the Ordinary Course Company or any of Business; (k) any investment inits Subsidiaries, or (iv) redeem, purchase of, a depreciable or amortizable capital asset exceeding $500,000, otherwise acquire directly or aggregate investments of a capital nature exceeding $1,000,000 (indirectly any outstanding any Company Shares or other than equity interests in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of monies, other than in the Ordinary Course of Business; (m) material change in the accounting methods used by Acquiror Company or any of its Subsidiaries; orexcept as contemplated under Section 2.2 in connection with the cancellation of the Company Options; (f) amend, supplement or otherwise modify any Organizational Documents of the Company; (g) dissolve or liquidate the Company or any of its Subsidiaries; (h) incur any Indebtedness that will remain outstanding after the Closing, other than (i) Indebtedness incurred in the ordinary course of business consistent with past practice, (ii) trade accounts payable, and (iii) short-term working capital financing; (i) acquire (including by merger, consolidation or acquisition of stock or assets) any corporation, partnership, or other business organization or any division thereof; (j) create any subsidiary or enter into a partnership, unincorporated joint venture, or other arrangement with any other Person involving the sharing of profits or losses; (k) except as required by Law or GAAP, change any of the accounting principles or practices used by the Company; (l) enter into any new line of business, or terminate any existing line of business; (m) grant or increase in the base salary or wages, bonus opportunity, or other compensation or benefits, including severance, retention or change in control payments, payable to any current or former employee, director or individual service provider, in each case, except (i) as required by Law, (ii) as required by the terms of any existing Contract or Company Plan; (n) agreemententer into, whether oral amend or written, by Acquiror terminate any Company Plan or any plan, program policy, agreement or arrangement that would be a Company Plan if in existence on the date of its Subsidiaries this Agreement; (o) recognize any labor unions as the collective bargaining representative of any employee or enter into any collective bargaining agreement; (p) take any action to do accelerate the vesting or payment of any compensation for the benefit of any employee or Optionholder; (q) make, change or revoke any Tax election, enter into any closing agreement with respect to Taxes, settle or compromise any proceeding with respect to any Tax claim or assessment relating to the Company, surrender any right to claim a refund of Taxes or apply for or receive a Tax ruling, other than as expressly contemplated by this Agreement; (r) enter into, terminate, or amend any Material Contract; (s) make or authorize capital expenditures in excess of $50,000 in the aggregate; (t) institute or settle any Action (other than ordinary course collection matters or matters involving payment of $50,000 or less) or waive or release any material right or material claim against a third party; (u) apply for or receive a grant from any Governmental Authority, including the IIA; or (v) agree or commit to do, or enter into any Contract to take, or resolve, authorize or approve any action to do, any of the foregoingforegoing actions.

Absence of Certain Changes and Events. Except as set forth ------------------------------------- in Schedule 5.163.20 and except for the Company Reorganization and any changes ------------- required in order for the Company to obtain and preserve its status as a REIT, since December 31the date of the Most Recent Balance Sheet, 1996, each of Acquiror the Company and its Subsidiaries has have conducted its business only their businesses in the Ordinary Course ordinary course of Business business consistent with past practice, and with respect to each there is not and has not been any: been: (a) change in any Material Adverse Change to the authorized or issued capital stock (except as otherwise contemplated by this Agreement); grant of any stock option or right to purchase shares of capital stock of Acquiror Company or its Subsidiaries taken as a whole, (b) any distribution or dividend made by the Company or its Subsidiaries, except in for distributions or dividends required to be made by the Ordinary Course Company to obtain and preserve its status as a REIT, (c) any material repurchase of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition equity securities by Acquiror the Company or any of its Subsidiaries of Subsidiaries, (d) any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice); (b) amendment to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement); (c) payment or increase by Acquiror the Company or any of the its Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course ordinary course of Business or otherwise in accordance business consistent with past compensation practicespractice) employee or entry by Acquiror or any of its Subsidiaries into any employment, severance severance, or similar Contract contract with any director, officer or employee; employee other than in the ordinary course of business consistent with past practices, (de) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination adoption of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below); (e) damage to profit sharing, deferred compensation, savings, insurance, pension, retirement or destruction other employee benefit plan for or loss with any employees of any asset the Company or property of Acquiror or any of its Subsidiaries not covered by insurance that hadother than in the ordinary course of business consistent with past practices, (f) any condition, event or would occurrence which could reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination prevent or extension of, materially delay the Company's consummating the transactions contemplated by this Agreement or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) any material change in any existing material lease accounting methods, principles or practice of real the Company or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (i) incurrence of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (j) cancellation or waiver of any claims or rights with a value to Acquiror or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Business; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of monies, other than in the Ordinary Course of Business; (m) material change in the accounting methods used by Acquiror or any of its Subsidiaries; or (n) agreement, whether oral or written, by Acquiror or any of its Subsidiaries to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.16, since December 31, 1996Since the Latest Balance Sheet Date, each of Acquiror and its Subsidiaries Acquired Company has conducted its business only respective Business in the Ordinary Course of Business and in all material respects and, except as expressly contemplated by this Agreement or any other Transaction Document, there has not been, with respect to each there has not been any of the Acquired Companies, any: (a) change in 3.8.1 Material Adverse Effect; 3.8.2 amendment of the authorized organizational documents; 3.8.3 split, division, combination or issued reclassification of any capital stock (except as otherwise contemplated by this Agreement); stock, shares or other equity securities, or any issuance, sale or other disposition of or grant of any stock option or right rights to purchase shares of capital stock of Acquiror or its Subsidiaries obtain (except in the Ordinary Course of Business including upon conversion, exchange or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries of any shares of exercise) any such capital stock; or equity securities; 3.8.4 declaration or payment of any dividend dividends or other distribution distributions on or payment in respect of shares any equity securities, purchase or acquisition of any equity securities; 3.8.5 change in any method of accounting or accounting practice, including any change in cash management practices and 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; 3.8.6 amendment, modification, acceleration, relinquishment, termination, cancellation or nonrenewal of any Material Contract or entry into any Contract that would constitute a Material Contract; 3.8.7 hiring or termination of any, director, officer, Employee, contractor or consultant with an annual compensation of $75,000 or more; 3.8.8 (a) adoption, amendment or material modification of an Employee Benefit Plan, (b) grant of severance or termination pay to any Employee, (c) material increase in the capital stock compensation of, or payment of Acquiror any bonus to, any Employee or (d) any other material change with respect to the compensation or other benefits payable to any director or Employee of any Acquired Company except, in each of (a) through (d), as required by Law or by any existing Contract; 3.8.9 entry into any other transaction with any of its Subsidiaries directors, officers or employees (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice); (b) amendment to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise transaction expressly contemplated by this Agreement); 3.8.10 incurrence, creation, assumption, payment, cancellation or discharge of (a) any Lien on any of its assets (other than Permitted Liens); (b) any Indebtedness; or (c) payment any liability as a guarantor or increase by Acquiror or any surety with respect to the obligations of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employeeothers; (d) adoption3.8.11 transfer, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination ofassignment, or increase in the payments to or benefits undersale, any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease exclusive license or other disposition of any of the material asset assets (including Intellectual Property) shown or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred reflected in the Ordinary Course of Business; (i) incurrence of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (j) cancellation or waiver of any claims or rights with a value to Acquiror or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Business; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of moniesInterim Financial Statements, other than in the Ordinary Course of BusinessCourse; 3.8.12 material damage, destruction or loss (mwhether or not covered by any Company Policy) to any property; 3.8.13 any capital investment in, or any loan to, any other Person, or any capital expenditures in excess of $100,000; 3.8.14 termination, waiver, settlement or compromise of any material right of value or initiation or settlement of any material Proceeding; 3.8.15 (i) prepayments by any customers of any Acquired Companies for any goods or services of the Acquired Companies not yet fully delivered to such customers, or any discount granted on any accounts receivable of the Acquired Companies or (ii) any extension of any payment obligation of, or change in any material payment term with respect to, any customer of any Acquired Company, other than, in the accounting methods used by Acquiror case of clause (i) or clause (ii), in the Ordinary Course or in an amount, in any single transaction or series of related transactions, of $10,000 or less; provided, that, with respect to clause (ii) such transactions shall not exceed $50,000 in the aggregate; 3.8.16 request for, negotiation, or receipt of any Tax ruling on behalf of an Acquired Company, or entry into any closing agreement, agreement to an extension of the statute of limitations with respect to the assessment or collection of Taxes, amendment to any Tax Return, filing of any Tax Return in a manner that is inconsistent with past custom and practice, making, changing or rescinding of any election relating to Taxes, surrendering of any claim for a refund of Taxes, settlement or compromise of any Tax liability, making of any change to any of its Subsidiariesmethods of accounting or methods of reporting income or deductions for Tax or accounting practice or policy from those employed in the preparation of its most recent Tax Return; or (n) agreement3.8.17 authorization of or entry into any agreement or commitment with respect to any of the foregoing, whether oral or written, by Acquiror or any of its Subsidiaries to do action or omission that would result in any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.164.8, since December 31the Balance Sheet Date, 1996, each of Acquiror and its Subsidiaries the Company has conducted its business in all material respects only in the Ordinary Course ordinary course and in conformity with past practice and, without limiting the generality of Business and with respect to each there the foregoing, has not been anynot: (a) change in the authorized declared or issued capital stock (except as otherwise contemplated by this Agreement); grant of any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries of any shares of any such capital stock; or declaration or payment of paid any dividend or other distribution or payment in respect of shares of the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice)distributions for Taxes; (b) amendment to amended the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement)Company’s Organizational Documents; (c) payment sold, leased (as lessor), transferred or increase by Acquiror otherwise disposed of (including any transfers from the Company to Seller or any of its Affiliates), or mortgaged or pledged, or imposed or suffered to be imposed any Encumbrance (other than a Permitted Encumbrance) on, any of the Subsidiaries assets reflected on the Balance Sheet or any assets acquired by the Company after the Balance Sheet Date, except for inventory and minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of business consistent with past practice; (d) canceled any debts owed to or claims held by the Company (including the settlement of any bonusesclaims or litigation) or waived any other rights held by the Company other than in the ordinary course of business consistent with past practice; (e) paid any claims against the Company (including the settlement of any claims and litigation against the Company or the payment or settlement of any obligations or liabilities of the Company); (f) (1) created, salaries incurred or assumed, or agreed to create, incur or assume, any Indebtedness or (2) entered into, as lessee, any capitalized lease obligations (as defined in Statement of Financial Accounting Standards No. 13) or operating lease obligation; (g) accelerated or delayed collection of notes or accounts receivable, exceeding $5,000 in the aggregate, in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of business consistent with past practice; (h) delayed or accelerated payment of any account payable or other compensation liability, exceeding $5,000 in the aggregate, of the Company beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of business consistent with past practice; (i) acquired any real property or undertaken or committed to undertake capital expenditures exceeding $5,000 per instance or $10,000 in the aggregate; (j) made any changes in the Company’s employment practices or procedures; (k) made, or agreed to make, any payment of cash or distribution of assets to Seller or any of his family members; (l) made, or agreed to make, any payment of cash or distribution of assets to any shareholder, director, officer or employee of the Company in excess of the base compensation payable thereto as set forth in Schedule 4.16; (except for periodic payments m) made, or increases in agreed to make, any payment of cash or distribution of assets outside the Ordinary Course ordinary course of Business or otherwise in accordance business consistent with past practice; (n) instituted any increase in any compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with payable to any director, officer or employeeemployee of the Company, or in any profit-sharing, bonus, incentive, deferred compensation, insurance, pension, retirement, medical, hospital, disability, welfare or other benefits made available to directors, officers or employees of the Company; (do) adoptionmade any material change in the accounting principles and practices used by the Company from those applied in the preparation of the Balance Sheet and the related statements of income and cash flow for the period ended on the Balance Sheet Date; (p) entered into, material amendment (except for any amendment necessary to comply with any Legal Requirement) terminated, or received notice of termination of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries the Company of at least $2,000,00025,000; (gq) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of made any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and election with respect to which payment is not past due, and except for pledges Taxes or liens: (i) required to be granted in connection with the acceptance by adopted any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred method in the Ordinary Course of Business; (i) incurrence preparation of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (j) cancellation or waiver of any claims or rights Tax Return that is inconsistent with a value to Acquiror or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Business; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of monies, other than in the Ordinary Course of Business; (m) material change in the accounting methods used by Acquiror in preparing or any of its Subsidiariesfiling similar Tax Returns; or (nr) entered into any agreement, whether oral or written, by Acquiror or any of its Subsidiaries to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in on Schedule 5.166.20, since December August 31, 19962010, each of Acquiror and its Subsidiaries the Bank has conducted its business the Merchant Business only in the Ordinary Course of Business ordinary course, and with respect to each there has not been anynot: (a) change in suffered any damage or destruction adversely affecting the authorized or issued capital stock (except as otherwise contemplated by this Agreement); grant of any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice)Merchant Business; (b) amendment suffered any adverse change in the working capital, assets, liabilities, financial condition, or business prospects relating to the certificate Merchant Business, or articles of incorporation or charter, bylaws or relationships with any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement)suppliers listed on Schedule 6.19; (c) payment or increase by Acquiror gained Knowledge of any possibility that the State of California Department of Financial Institutions (“CDFI”), Federal Deposit Insurance Corporation (“FDIC”) or any other governmental entity will be appointed as conservator or receiver of the Subsidiaries of Bank or suffered any bonusesmaterial adverse change or event that could reasonably be anticipated to result in action by the CDFI, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror FDIC or any other governmental entity, including without limitation, the appointment of its Subsidiaries into the CDFI, FDIC or any employment, severance other governmental entity as conservator or similar Contract with any director, officer or employeereceiver of the Bank; (d) adoption, material amendment (except for customary increases based on term of service or regular promotion of non-officer employees, increased (or announced any amendment necessary increase in) the compensation payable or to comply become payable to any Merchant Business Employee, or increased (or announced any increase in) any bonus, insurance, pension or other employee benefit plan, payment or arrangement for Merchant Business Employees, or entered into or amended any employment, consulting, severance or similar agreement with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below)Merchant Business Employee; (e) damage incurred, assumed or guaranteed any liability or obligation (absolute, accrued, contingent or otherwise) with respect to or destruction or loss the Merchant Business, other than a non-material amount in the ordinary course of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquirorbusiness consistent with past practice; (f) entry intopaid, termination discharged, satisfied or extension ofrenewed any claim, liability or receipt of notice of termination of any joint venture or similar agreementobligation with respect to the Merchant Business, or any material Contract (other than relating to payment of a loan made by any of Acquiror's banking Subsidiaries non-material amount in the Ordinary Course ordinary course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000business consistent with past practice; (g) material change in permitted any existing material lease of real the Assets Sold to be subjected to any mortgage, lien, security interest, restriction, charge or personal propertyother encumbrance of any kind; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of waived any material asset claims or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and rights with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Merchant Business; (i) incurrence sold, transferred or otherwise disposed of any obligation or liability (fixed or contingent) other than of the assets used in the Ordinary Course Merchant Business, except non-material assets in the ordinary course of Businessbusiness consistent with past practice; (j) cancellation made any single capital expenditure or waiver of any claims or rights investment with a value respect to Acquiror or any of its Subsidiaries the Merchant Business in excess of $500,000 other than in the Ordinary Course of Business10,000; (k) made any investment inchange in any method, practice or purchase of, a depreciable principle of financial or amortizable capital asset exceeding $500,000, tax accounting that adversely affected the Merchant Business or aggregate investments of a capital nature exceeding $1,000,000 (other than in any financial information relating to or derived from the Ordinary Course of Merchant Business); (l) transaction for managed working capital components relating to the borrowing or loaning of moniesMerchant Business, including cash, receivables, other than current assets, trade payables and other current liabilities in the Ordinary Course of Businessa fashion inconsistent with past practice, including failing to sell inventory and other property in an orderly and prudent manner or failing to make all budgeted and other normal capital expenditures, repairs, improvements and dispositions; (m) material change in the accounting methods used by Acquiror paid, loaned, advanced, sold, transferred or leased any of its Subsidiaries; orAsset Sold to any employee, except for normal compensation involving salary and benefits; (n) agreemententered into any commitment or transaction, whether oral other than a non-material commitment or writtentransaction entered into in the ordinary course of business consistent with past practice, by Acquiror or any of its Subsidiaries to do any of affecting the foregoing.Merchant Business; or

Absence of Certain Changes and Events. To the knowledge of the Contributors: (i) Except as set forth described in Schedule 5.16Section 4.2(i) of the Contributor Disclosure Letter and except as contemplated or disclosed herein, since December 31, 1996, each of Acquiror and its Subsidiaries the Project Partnership has conducted its business and activities only in the Ordinary Course of Business usual and ordinary course consistent with respect to each past practice and there has not been any: (aA) change in the authorized or issued capital stock (except as otherwise contemplated by this Agreement); grant of any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares any interest in the Project Partnership that relates to an obligation or liability of the capital stock of Acquiror Project Partnership after Closing or any issuance, repurchase or redemption of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice)such interest; (bB) amendment to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Project Partnership Agreement); (cC) payment damage, destruction or increase by Acquiror loss to any material asset or any property of the Subsidiaries of any bonusesProject Partnership, salaries whether or other compensation to any shareholdernot covered by insurance, directorthat has not been fully repaired, officer restored or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employeereplaced; (dD) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase current trade debt incurred in the payments to ordinary course of business consistent with past practice, borrowing or benefits underincurring of any indebtedness, any Acquiror Employee Benefit Plan (as defined below)obligation or liability, contingent or otherwise, by the Project Partnership; (eE) damage endorsement, assumption or guarantee of payment or performance by the Project Partnership of any loan or obligation of any other Person; (F) loan or advance made by the Project Partnership to any Person except for advances not material in amount made in the ordinary course of business; (G) sale (other than sales of inventory in the ordinary course of business), assignment, conveyance, lease, or destruction or loss other disposition of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance that hadthe Project Partnership, or would reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge pledge, or imposition of any lien or other encumbrance Encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of BusinessProject Partnership; (i) incurrence of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (jH) cancellation or waiver of any material claims or rights with a value to Acquiror or any of its Subsidiaries in excess the Project Partnership that requires the consent of $500,000 other than in the Ordinary Course of BusinessRO, Inc.; (kI) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of monies, other than in the Ordinary Course of Business; (m) material change in the accounting methods used methods, principles or practices followed by Acquiror the Project Partnership or any change in any of its Subsidiariesthe assumptions underlying, or methods of calculating, any bad debt, contingency or other reserve; or (nJ) binding agreement, whether oral or writtennot in writing, by Acquiror or any of its Subsidiaries to do any of the foregoing. (ii) Since December 31, 1996, there has been no event, circumstance, condition or contingency that has resulted in a material adverse effect on the business, assets, financial condition or results of operations of the Project Partnership or that is reasonably likely to result in such a material adverse effect.

Absence of Certain Changes and Events. Except Since December 31, 2016, there has not occurred any Material Adverse Change or any event, change, condition or circumstance which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Change. Without limiting the generality of the foregoing, except as set forth in on Disclosure Schedule 5.163.18 attached hereto and incorporated herein, since December 31, 19962016, each of Acquiror and its Subsidiaries Seller has conducted its business only in the Ordinary Course of Business and with respect to each there has not been any: (a) change in the authorized loans made to, or issued capital stock (except as otherwise contemplated by this Agreement); grant entry into any other transaction with, any of any stock option Seller’s current or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchaseformer equity holders, redemptiondirectors, retirement managers, officers, employees, independent contractors or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice)service providers; (b) amendment recognition of any union or other labor organization, certification of any collective bargaining Contract, entry into any collective bargaining or similar Contracts, or modification of the terms of any such existing Contract, appraisal of or opposition to any union organizing campaign, settling of any material grievances or unfair labor practice charges, filing of any unfair labor practice charges, or otherwise any action taken similar to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement)foregoing; (c) adoption, amendment, modification, or termination of any Employee Plan except as required by applicable Legal Requirements, or acceleration of payment or increase by Acquiror vesting of amounts or benefits or amounts payable or to become payable under any of the Subsidiaries of Employee Plan, or failure to make any bonuses, salaries or other compensation required contribution to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employeeEmployee Plan; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to compensation or benefits underof any current or former director, manager, officer, employee, independent contractor or other service provider of Seller outside the ordinary course of business, or extension of an offer of employment to, or hiring of, any Acquiror Employee Benefit Plan (as defined below)employee or officer providing annual compensation in excess of $50,000 or termination of any such employee or officer; (e) implementation by Seller of any employee layoffs that could implicate the WARN Act; (f) damage to or destruction or loss of any asset assets or property properties with a market or replacement value, individually or in the aggregate, in excess of Acquiror $50,000, whether or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquirorinsurance; (fg) entry into, amendment, modification, waiver, termination or extension of, of or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to which Seller is a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) material change in any existing material lease of real or personal propertyparty; (h) sale (other than any sale sales of inventories in the Ordinary Course of Business), lease lease, license, sublicense or other disposition of any material asset Asset or property of Acquiror Seller (including the Intellectual Property Assets) or any of its Subsidiaries or mortgage, pledge or imposition the creation of any lien or Encumbrance, other encumbrance than Permitted Encumbrances, on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: Asset; (i) required cancellation, compromise, waiver or release of any claims or rights (or series of related claims or rights), individually or in the aggregate, involving amounts in excess of $50,000; (j) written (or, to be granted in connection with the acceptance Seller’s Knowledge, oral) indication by any customer or supplier of Acquiror's banking Subsidiaries an intention to discontinue or change the terms of government deposits; its relationship with Seller; (iik) granted change in connection with repurchase Seller’s management of working capital and capital expenditures; (l) cash dividend, distribution or reverse repurchase agreements; other payment to Stockholder or any Related Person of Seller; (iiim) otherwise incurred in delay or postponement the payment of accounts payable or other liabilities outside the Ordinary Course of Business; (in) incurrence of any obligation capital expenditures, individually or liability (fixed or contingent) other than in the Ordinary Course of Business; (j) cancellation or waiver of any claims or rights with a value to Acquiror or any of its Subsidiaries aggregate, in excess of $500,000 other than in the Ordinary Course of Business50,000; (ko) incurrence or extension of any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business)Indebtedness by Seller; (lp) transaction for the borrowing or loaning of monies, other than in the Ordinary Course of Business; (m) material change in the accounting practices, policies, procedures or methods used by Acquiror or any of its SubsidiariesSeller; or (nq) agreement, commitment by Seller (whether oral through written Contract or written, by Acquiror or any of its Subsidiaries otherwise) to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.162.1(i) hereto, to the best of the Knowledge and belief of the Company and the Company Shareholders, since December 31, 1996, each the date of Acquiror and its Subsidiaries has conducted its business only in the Ordinary Course of Business and with respect to each Unaudited Annual Financial Statements there has not been anybeen: (ai) Any material adverse change in the authorized financial condition, results of operation, assets, liabilities or issued capital stock (except as otherwise contemplated by this Agreement); grant prospects of any stock option the Company or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchaseBusiness, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries of any shares of occurrence, circumstance, or combination thereof which reasonably could be expected to result in any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice)material adverse change; (bii) amendment Any transaction relating to or involving the certificate or articles of incorporation or charterCompany, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement); (c) payment or increase by Acquiror or any the Business, the assets of the Subsidiaries of any bonuses, salaries Company or other compensation to any shareholder, director, officer the Company Shareholders which was entered into or employee (except for periodic payments carried out by the Company or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employee; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (Company Shareholders other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred fair consideration in the Ordinary Course of Business; (iiii) Any change by the Company in its accounting or tax practices or procedures; (iv) Any incurrence of any obligation or liability (fixed or contingent) liability, other than liabilities incurred in the Ordinary Course of Business consistent with past practices; (v) Any sale, lease, or disposition of, or any agreement to sell, lease, or dispose of any of its properties (whether leased or owned), or the assets of the Company, other than sales, leases, or dispositions of goods, materials, or equipment in the Ordinary Course of Business or as contemplated by this Agreement; (vi) Any event permitting any of the assets or the properties of the Company (whether leased or owned) to be subjected to any pledge, encumbrance, security interest, lien, charge, or claim of any kind whatsoever (direct or indirect) (collectively, "Liens"); (vii) Any increase in compensation or any adoption of, or increase in, any bonus, incentive compensation, pension, profit sharing, retirement, insurance, medical reimbursement or other employee benefit plan, payment or arrangement to, for, or with any employee of the Company, other than certain bonuses paid to the Company Shareholders and disclosed in writing to the Acquisition Sub and Purchaser; (viii) Any payment or distribution of any bonus to, or cancellation of indebtedness owing from, or incurring of any liability relating to any employees, consultants, directors, officers, or agents, or any persons related thereto, other than certain bonuses paid to the Company Shareholders and to two (2) key employees of the Company; (ix) Any notice (written or unwritten) from any employee of the Company that such employee has terminated, or intends to terminate, such employee's employment with the Company; (x) Any adverse relationship or condition with Suppliers (as defined in Section 2.1 (q)(i) hereof), vendors, or Customers (as defined in Section 2.1(ee) hereof) that may have an adverse effect on the Company, the Business, or the assets of the Company; (xi) Any event, including, without limitation, shortage of materials or supplies, fire, explosion, accident, requisition or taking of property by any governmental agency, flood, drought, earthquake, or other natural event, riot, act of God or a public enemy, or damage, destruction, or other casualty, whether covered by insurance or not, which has had an adverse effect on the Company, the properties (whether leased or owned), the Business, or the assets of the Company or any such event which could be expected to have an adverse effect on the Company, the properties (whether leased or owned), the Business, or the assets of the Company; (xii) Any modification, waiver, change, amendment, release, rescission, accord and satisfaction, or termination of, or with respect to, any term, condition, or provision of any contract, agreement, license, or other instrument to which the Company or a Company Shareholder is a party and relating to or affecting the Business or the assets of the Company other than any satisfaction by performance in accordance with the terms thereof in the Ordinary Course of Business; (jxiii) cancellation Any discharge or waiver satisfaction of any claims Lien or rights with a value to Acquiror or payment of any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Business; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of moniesliabilities, other than in the Ordinary Course of Business; (mxiv) Any waiver of any rights of substantial value by the Company, other than waivers having no material change adverse effect on the Company; (xv) Any issuance of equity securities of the Company or any issuance of warrants, calls, options or other rights calling for the issuance, sale, or delivery of the Company's equity securities; (xvi) Any declaration of any dividend or any distribution of any shares of its capital stock, or redemption, purchase, or other acquisition of any shares of its capital stock or any grant of an option, warrant, or other right to purchase or acquire any such shares; (xvii) Any amendment, or agreement to amend, the Company's Articles of Incorporation or Bylaws, or any merger or consolidation with, or any agreement to merge or consolidate with, any other corporation, partnership, limited liability company or any other entity; (xviii) Any reduction, or agreement to reduce, the cash or short-term investments of the Company, other than to meet cash needs arising in the accounting methods used Ordinary Course of Business; (xix) Any work interruptions, labor grievances or claims filed, proposed law or regulation or any event of any character, materially adversely affecting the Business or future prospects of the Company; (xx) Any revaluation by Acquiror or the Company of any of its Subsidiariesassets; (xxi) Any loan by the Company to any person or entity, or any guaranty by the Company of any loan; or (nxxii) agreement, whether oral or written, by Acquiror or any of its Subsidiaries to do any To the best Knowledge of the foregoingCompany and the Company Shareholders, any other event or condition of any character which materially adversely affects, or reasonably may be expected to so affect, the assets of the Company, the Business, or the properties (whether leased or owned) of the Company.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.16Since the date of the Company Audited Financial Statements, since December 31, 1996, the Company and each of Acquiror and its Subsidiaries has have conducted its business only their businesses in the Ordinary Course ordinary course of Business and business consistent with respect to each past practice and, except as expressly contemplated by this Agreement or any other Transaction Document, there has not been any: (a) change, event, condition, occurrence, contingency or development that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; (b) amendment to the organizational documents of the Company or any of its Subsidiaries; (c) change in the Company’s or any of its Subsidiaries authorized or issued capital stock (except as otherwise contemplated by this Agreement)stock; grant any declaration, setting aside or payment of any stock option dividends or right to purchase other distributions or payments in respect of any shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror Company or any of its Subsidiaries (other than dividends paid distributions or payments to the Company or one of its Wholly-Owned Core Subsidiaries), or any repurchase, redemption or other acquisition by the Company or any of its Subsidiaries of any of such shares of capital stock or other securities of the Company or any of its Subsidiaries, except for repurchases from the ESOP and its distributees, and repurchases permitted set forth on Section 5.8(c) of the Company Disclosure Schedule; (d) capital contributions (other than capital contributions consisting solely of Non-Core Assets) or loans made by the Company and/or any Core Subsidiary to any Non-Core Subsidiary, or entry into any agreement between the Company and/or any Core Subsidiary, on the one hand, and any Non-Core Subsidiar(ies), on the other hand, other than loans as part of the routine cash management of the Company and its Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance the ordinary course of business consistent with past practice); (be) amendment to change in the certificate or articles independent accountants of incorporation or charter, bylaws the Company or any other document of formation its Subsidiaries or governance of Acquiror any material change in the accounting methods, principles or practices followed by the Company or any of its Subsidiaries (except as otherwise contemplated for any such change required by this Agreementreason of a concurrent change in GAAP); (cf) payment or increase by Acquiror or any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employee; (di) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Acquiror material modification of an Employee Benefit Plan (as defined belowor any material amendment to any such existing plan), (ii) grant of severance or termination pay to any director or executive officer of the Company or any of its Core Subsidiaries, (iii) increase in the compensation or salary of, benefits payable or to become payable to, or payment of any bonus to, any employee (but excluding directors and executive officers) of the Company or any of its Core Subsidiaries other than in the ordinary course of business consistent with past practice, or (iv) change with respect to the compensation or other benefits payable to or to become payable to, or payment of any bonus to, any director or executive officer of the Company or any of its Core Subsidiaries; (eg) damage to sale, assignment, transfer, hypothecation, conveyance, lease, license, or destruction or loss other disposition of any asset or property of Acquiror the Company or any of its Subsidiaries not covered by insurance that hadSubsidiaries, except (i) in the ordinary course of business consistent with past practice or (ii) Permitted Non-Core Asset Sales, or would reasonably be expected to havemortgage, a Material Adverse Effect pledge, or imposition of any Encumbrance on Acquirorany asset or property of the Company or any of its Subsidiaries, except for (x) Permitted Encumbrances, (y) liens granted in the transactions contemplated by the Refinancing, and (z) in the ordinary course of business consistent with past practice; (fh) failure to pay within 30 days of their due date any liabilities arising out of the operations of the businesses of the Company and each of its Subsidiaries, except with respect to any such liabilities being contested in good faith by the Company or any of its Subsidiaries; (i) entry into, termination or extension of, or receipt of notice of termination of (i) any material license, distributorship, dealer, sales representative, joint venture venture, credit, or similar agreement, agreement to which the Company or any material of its Core Subsidiaries is a party or (ii) any Contract (or transaction entered other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course ordinary course of Business) or transaction business consistent with past practice involving a total remaining commitment by or to Acquiror the Company or any of its Core Subsidiaries of at least $1,000,000 or involving total payments by a Non-Core Subsidiary in excess of $5,000,000; or (j) agreement by the Company or any of its Subsidiaries of at least $2,000,000; (gor only Core Subsidiaries, as applicable) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (i) incurrence of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (j) cancellation or waiver of any claims or rights with a value to Acquiror or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Business; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of monies, other than in the Ordinary Course of Business; (m) material change in the accounting methods used by Acquiror or any of its Subsidiaries; or (n) agreement, whether oral or written, by Acquiror or any of its Subsidiaries to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.16, since Since December 31, 19962020, the Company and each of Acquiror and its Subsidiaries has Company Subsidiary have conducted its business only their respective Business in the Ordinary Course of Business and in all material respects and, except as expressly contemplated by this Agreement or any other Transaction Document, including, without limitation, with respect to each the transfer of the Transferred Projects and the Landbank Transaction, there has not been any: (a) change in the authorized 3.10.1 event, condition, occurrence, contingency or issued capital stock (except as otherwise contemplated by this Agreement); grant of any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice); (b) amendment to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement); (c) payment or increase by Acquiror or any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employee; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance development that had, has had or would reasonably be expected to have, have a Material Adverse Effect on Acquirorthe Company; (f) entry into, termination or extension of, or receipt 3.10.2 change in the independent accountants of notice of termination of any joint venture or similar agreement, the Company or any material Contract (other than relating to a loan made change in the accounting methods, principles or practices followed by any the Company (except for any such change required by reason of Acquiror's banking Subsidiaries a concurrent change in GAAP); 3.10.3 issuance, sale, pledge, disposal of, encumbrance of or transfer or commitment to issue, sell, pledge, dispose of, encumber or transfer, any Interests, Subsidiary Equity Interests, or, any other equity interests of the Company or any Company Subsidiary or any other rights related to or other interests convertible into Interests, Subsidiary Equity Interests, or, any other equity interests of the Company or any Company Subsidiary (including preemptive rights, rights of first refusal, redemption rights, repurchase rights, or “tag along” or “drag along” rights in respect of such interests); 3.10.4 declaration, payment of any distribution (whether payable in cash, equity, property or a combination thereof) in respect of the Interests, the Subsidiary Equity Interests or any other equity interests of the Company or the Subsidiary equity investments, except, in each case, as disclosed in the Financial Statements; 3.10.5 change or revocation any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change to any annual Tax accounting period; adoption of or change to any method of Tax accounting; the filing of any Tax Return (except as permitted under Section 5.5); entrance into any Tax Agreement; surrender of any right to claim a Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; 3.10.6 (a) adoption, material amendment or material modification of an Employee Benefit Plan for the benefit of any executive officer of the Company or any Company Subsidiary, except for the Company’s 401(k) plan adopted in 2021, (b) grant of severance pay to any executive officer of the Company or any Company Subsidiary, or (c) material increase in the compensation of any executive officer of the Company or any Company Subsidiary except, in each of (a) through (c), in the Ordinary Course of Business) or transaction involving a total remaining commitment as required by or to Acquiror or any of its Subsidiaries of at least $2,000,000existing Contract; (g) material change in any existing material 3.10.7 sale, assignment, transfer, hypothecation, conveyance or lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror the Company or any Company Subsidiary, except (a) the transfer of its Subsidiaries the Company’s 51.01% membership interest in Cloud Development Partners, LLC, a Florida limited liability, to S▇▇ ▇▇▇▇ Cloud Member, LLC, a Florida limited liability company, which entity is not a Company Subsidiary, (b) the sale by HFB Celery Avenue, LLC of fifty-eight (58) lots to S▇▇ ▇▇▇▇ LB Fund I, LLC, which shall be included as part of the Landbank Transaction and subject to a Landbank Option Agreement, (c) in the Ordinary Course, or (d) mortgage, pledge pledge, or imposition of any lien or other encumbrance material Lien on any material asset or property of Acquiror the Company or any of its Subsidiaries Company Subsidiary, except for tax and other liens which arise by operation of law and with respect to which payment is not past due, Permitted Liens and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (i) incurrence of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (j) cancellation or waiver of any claims or rights with a value to Acquiror or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Business; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of monies, other than in the Ordinary Course of Business; (m) material change in the accounting methods used by Acquiror or any of its SubsidiariesCourse; or (n) agreement, whether oral or written, 3.10.8 agreement by Acquiror the Company or any of its Subsidiaries Company Subsidiary to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.16Section 4.14 of the Disclosure Schedule, since December 31the Balance Sheet Date, 1996, each of Acquiror and its Subsidiaries the Company has conducted its business only in the Ordinary Course of Business ordinary course, consistent with past practice, and with respect to each there the Company has not been anynot: (a) change in the authorized declared or issued capital stock (except as otherwise contemplated by this Agreement); grant of any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries of any shares of any such capital stock; or declaration or payment of paid any dividend or other distribution or payment in respect of shares, or redeemed or otherwise repurchased, any shares of the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice)Company; (b) amendment to the certificate issued or articles sold or authorized for issuance or sale, or granted any Options with respect to, any shares of incorporation or charter, bylaws its capital stock or any other document of formation or governance of Acquiror or any type of its Subsidiaries (except as otherwise contemplated securities, or made any change in its outstanding shares of capital stock or other ownership interests or its capitalization, whether by this Agreement)way of a reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, stock dividend or otherwise; (c) payment paid or increase by Acquiror or any of the Subsidiaries of increased any bonuses, salaries or other compensation to any shareholderstockholder, director, officer officer, consultant or employee (except for periodic payments or increases in the Ordinary Course ordinary course of Business or otherwise in accordance business consistent with past compensation practicespractice) employee or entry by Acquiror or any of its Subsidiaries entered into any employment, severance or similar Contract with any director, officer or employee; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) adopted or termination of, or increase in increased the payments to or benefits underunder any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement or other employee benefit plan for or with any Acquiror Employee Benefit Plan (as defined below)employees; (e) suffered any damage to or destruction or loss of any asset property or property of Acquiror asset, whether or any of its Subsidiaries not covered by insurance that hadinsurance, or would which could reasonably be expected to have, have a Material Adverse Effect on Acquirorthe Company; (f) entry entered into, termination terminated or extension of, or receipt of received notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries the Company of at least $2,000,000100,000, or any other Contract, the entering into or termination of which could reasonably be expected to have a Material Adverse Effect on the Company, including the entry into (i) any document evidencing any indebtedness, (ii) any capital or other lease or (iii) any guaranty; (g) sold, leased, or otherwise disposed of (other than in the ordinary course of business consistent with past practice) any material change in property or asset or mortgaged, pledged or imposed any existing Encumbrance, other than Permitted Encumbrances, on any material lease of real property or personal propertyasset; (h) sale (other than cancelled, compromised or waived any sale claim or right with a value to the Company in the Ordinary Course excess of Business), lease $25,000 or other disposition of instituted or settled any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of BusinessProceeding; (i) incurrence changed the method of any obligation accounting or liability (fixed the accounting principles or contingent) other than practices used by the Company in the Ordinary Course preparation of Business;the Financial Statements; or (j) cancellation or waiver of any claims or rights with a value to Acquiror or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Business; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of monies, other than in the Ordinary Course of Business; (m) material change in the accounting methods used by Acquiror or any of its Subsidiaries; or (n) agreementagreed, whether oral orally or writtenin writing, by Acquiror or any of its Subsidiaries to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.164.25, since December 31, 1996, each of Acquiror and its Subsidiaries the Interim Balance Sheet Date the Company has conducted its business operated only in the Ordinary Course of Business Business, and with respect to each there has not been anynot: (a) change in suffered any damage or destruction adversely affecting the authorized properties or issued capital stock business of the Company; (except as otherwise contemplated by this Agreement); grant of b) made any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchasedeclaration, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries of any shares of any such capital stock; or declaration setting aside or payment of any dividend or other distribution of assets (whether in cash, stock or payment in property) with respect of shares of to the capital stock of Acquiror the Company, or any direct or indirect redemption, purchase or other acquisition of its Subsidiaries (such stock, or otherwise made any payment of cash or any transfer of other than dividends paid by assets, to any of Shareholder or the Subsidiaries solely to Acquiror Company; or dividends paid by Acquiror to its stockholders in accordance with past practice); (b) amendment transferred any assets from any subsidiary to the certificate or articles of incorporation or charterCompany, bylaws any other subsidiary or any other document of formation Related Company; or governance of Acquiror or transferred any of its Subsidiaries (except as otherwise contemplated by this Agreement)assets from any Related Company to the Company; (c) payment suffered any material adverse change in its working capital, assets, liabilities, financial condition, business prospects, or increase by Acquiror or any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract relationships with any director, officer suppliers or employeecustomers material to its business; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below);omitted (e) damage to incurred, assumed or destruction guaranteed any liability or loss of any asset obligation (absolute, accrued, contingent or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (i) incurrence of any obligation or liability (fixed or contingentotherwise) other than in the Ordinary Course of Business; (jf) cancellation paid, discharged, satisfied or waiver of renewed any claims claim, liability or rights with a value to Acquiror or any of its Subsidiaries in excess of $500,000 obligation other than payment in the Ordinary Course of Business; (kg) permitted any investment inof its assets to be subjected to any mortgage, lien, security interest, restriction, charge or purchase ofother encumbrance of any kind except for Permitted Liens; (h) cancelled or forgiven any indebtedness or otherwise waived any material claims or rights; (i) sold, a depreciable transferred or amortizable capital asset exceeding $500,000otherwise disposed of any of its assets, or aggregate investments of a capital nature exceeding $1,000,000 (other than except in the Ordinary Course of Business); (j) made any single capital expenditure or investment in excess of $10,000.00; (k) made any change in any method, practice or principle of financial or tax accounting; (l) transaction managed working capital components, including cash, receivables, other current assets, trade payables and other current liabilities in a fashion inconsistent with past practice, including failing to sell inventory and other property in an orderly and prudent manner or failing to make all budgeted and other normal capital expenditures, repairs, improvements and dispositions; (m) paid, loaned, advanced, sold, transferred or leased any asset to any employee, except for the borrowing normal compensation involving salary and benefits; (n) issued or loaning sold any of moniesits capital stock or issued any warrant, option or other right to purchase shares of its capital stock, or any security convertible into its capital stock; (o) entered into any material commitment or transaction, other than in the Ordinary Course of Business; (m) material change in , affecting the accounting methods used by Acquiror or any of its SubsidiariesBusiness; or (np) agreementagreed in writing, whether oral or writtenotherwise, by Acquiror or to take any of its Subsidiaries to do any of the foregoingaction described in this Section.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.16Since the Latest Balance Sheet Date, since December 31, 1996, each of Acquiror and its Subsidiaries the Company has conducted its business only Business in the Ordinary Course of Business and and, except as expressly contemplated by this Agreement or any other Transaction Document, there has not been, with respect to each there has not been the Company, any: (a) change in the authorized or issued capital stock (except as otherwise contemplated by this Agreement); grant of any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice)Material Adverse Effect; (b) amendment to of the certificate or articles of incorporation or charter, bylaws by-laws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement)organizational documents; (c) payment split, division, combination or increase by Acquiror reclassification of any capital stock, shares or other equity securities, or any issuance, sale or other disposition of the Subsidiaries or grant of any bonusesrights to purchase or obtain (including upon conversion, salaries exchange or other compensation to exercise) any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employeesuch equity securities; (d) adoptiondeclaration or payment of any dividends or distributions on or in respect of any equity securities, material amendment (except for purchase or acquisition of any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below)equity securities; (e) damage change in any method of accounting or accounting practice, including any change in cash management practices and policies, practices and procedures with respect to or destruction or loss collection of any asset or property accounts receivable, establishment of Acquiror or any reserves for uncollectible accounts, accrual of its Subsidiaries not covered by insurance that hadaccounts receivable, or would reasonably be expected to haveinventory control, a Material Adverse Effect on Acquirorprepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (f) entry intoamendment, termination modification, acceleration, relinquishment, termination, cancellation or extension of, or receipt of notice of termination nonrenewal of any joint venture Material Contract or similar agreement, or entry into any material Contract (other than relating to that would constitute a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000Material Contract; (g) material change in any existing material lease hiring or termination of real any, director, officer, Employee, contractor or personal propertyconsultant with an annual compensation of $75,000 or more; (h) sale (a) adoption, amendment or material modification of an Employee Benefit Plan, (b) grant of severance or termination pay to any Employee, (c) material increase in the compensation of, or payment of any bonus to, any Employee or (d) any other material change with respect to the compensation or other benefits payable to any director or Employee of the Company except, in each of (a) through (d), as required by Law or by any existing Contract; (i) entry into any other transaction with any of its directors, officers or employees, other than transactions in the Ordinary Course; (j) incurrence, creation, assumption, payment, cancellation or discharge of (a) any Lien on any of its assets (other than Permitted Liens); (b) any sale in Indebtedness; or (c) any Liability as a guarantor or surety with respect to the Ordinary Course obligations of Business)others; (k) transfer, lease assignment, sale, exclusive license or other disposition of any of the material asset assets (including Intellectual Property) shown or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred reflected in the Ordinary Course of Business; (i) incurrence of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (j) cancellation or waiver of any claims or rights with a value to Acquiror or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Business; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of moniesInterim Financial Statements, other than in the Ordinary Course Course; (l) abandonment, cancellation, withdrawal, refusal, or expiration (excluding expiration in accordance with the statutory period) of Businessany Intellectual Property subject to a registration, filing, or application by the Company; (m) material damage, destruction or loss (whether or not covered by any Company Policy) to any property; (n) any capital investment in, or any loan to, any other Person, or any capital expenditures in excess of $50,000; (o) termination, waiver, settlement or compromise of any material right of value or initiation or settlement of any material Proceeding; (p) request for, negotiation, or receipt of any Tax ruling on behalf of the Company, or entry into any closing agreement, agreement to an extension of the statute of limitations with respect to the assessment or collection of Taxes, amendment to any Tax Return, filing of any Tax Return in a manner that is inconsistent with past custom and practice, making, changing or rescinding of any election relating to Taxes, surrendering of any claim for a refund of Taxes, settlement or compromise of any Tax Liability, making of any change in the accounting methods used by Acquiror or to any of its Subsidiariesmethods of accounting or methods of reporting income or deductions for Tax or accounting practice or policy from those employed in the preparation of its most recent Tax Return; or (nq) agreementauthorization of or entry into any agreement or commitment with respect to any of the foregoing, whether oral or written, by Acquiror or any of its Subsidiaries to do action or omission that would result in any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.164.20, since December 31February 28, 19961998, each of Acquiror and its Subsidiaries the Company has conducted its business the Business only in the Ordinary Course of Business ordinary course, and with respect to each there has not been anynot: (a) suffered any damage or destruction adversely affecting the Assets or Business; (b) made any transfer of assets used in the Business except in the ordinary course of business; (c) suffered any material adverse change in its working capital, assets, liabilities, financial condition, business prospects, or relationships with any suppliers listed on Schedule 4.16; (d) except for customary increases based on term of service or regular promotion of non-officer employees, increased (or announced any increase in) the authorized compensation payable or to become payable to any employee of the Business, or increased (or announced any increase in) any bonus, insurance, pension or other employee benefit plan, payment or arrangement for such employees, or entered into or amended any employment, consulting, severance or similar agreement with regard to employees of the Business; (e) incurred, assumed or guaranteed any liability or obligation (absolute, accrued, contingent or otherwise) other than in the ordinary course of business consistent with past practice; (f) paid, discharged, satisfied or renewed any claim, liability or obligation of the Business other than payment in the ordinary course of business and consistent with past practice; (g) permitted any of the Assets to be subjected to any mortgage, lien, security interest, restriction, charge or other encumbrance of any kind; (h) waived any material claims or rights of the Business or the Company; (i) made any capital expenditures or investments in the Business or in Assets which individually exceed $10,000 or in the aggregate exceed $25,000; (j) managed working capital components, including cash, receivables, other current assets, trade payables and other current liabilities of the Business in a fashion inconsistent with past practice, including failing to sell inventory and other property in an orderly and prudent manner or failing to make all budgeted and other normal capital expenditures, repairs, improvements and dispositions; (k) paid, loaned, advanced, sold, transferred or leased any Asset to any employee, except for normal compensation involving salary and benefits; (l) issued or sold any of its capital stock or issued capital stock (except as otherwise contemplated by this Agreement); grant of any stock warrant, option or other right to purchase shares of its capital stock of Acquiror stock, or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice); (bm) amendment to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement); (c) payment or increase by Acquiror or any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries entered into any employment, severance material commitment or similar Contract with any director, officer or employee; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (i) incurrence of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (j) cancellation or waiver of any claims or rights with a value to Acquiror or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Business; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of moniestransaction, other than in the Ordinary Course ordinary course of Business; (m) material change in business consistent with past practice, affecting the accounting methods used by Acquiror or any operations of its Subsidiariesthe Company; or (n) agreementagreed in writing, whether oral or writtenotherwise, by Acquiror or to take any of its Subsidiaries to do any of the foregoingaction described in this Section.

Absence of Certain Changes and Events. Except as set forth otherwise disclosed in Schedule 5.16the Financial Statements, since December 31, 1996, each of Acquiror and its Subsidiaries has conducted its business only in the Ordinary Course of Business and with respect to each there has not been anyBalance Sheet Date: (a) change DSF has not incurred any material obligation or liability except for normal obligations incurred in the authorized or issued capital stock (except as otherwise contemplated by this Agreement); grant ordinary course of any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice)business; (b) amendment no casualty, loss or damage has occurred with respect to DSF's assets, whether or not the certificate same is covered by insurance, except for those casualties, losses or articles of incorporation damages which would not, individually or charterin the aggregate, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement)be reasonably expected to exceed Rs 500,000; (c) payment or increase by Acquiror or any of the Subsidiaries of any bonusesDSF has not sold, salaries or other compensation to any shareholdertransferred, directorpledged, officer or employee (except for periodic payments or increases in the Ordinary Course of Business encumbered or otherwise in accordance with past compensation practices) or entry by Acquiror or disposed of any of its Subsidiaries into assets or any employment, severance or similar Contract with any director, officer or employee; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination ofinterest therein, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (i) incurrence of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (j) cancellation or waiver of any claims or rights with a value to Acquiror or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Business; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of monies, other than in the Ordinary Course of Business; (m) material change in the accounting methods used by Acquiror or any of its Subsidiaries; or (n) agreement, whether oral or written, by Acquiror or any of its Subsidiaries agreed to do any of the foregoing, except for sales of assets for aggregate proceeds not in excess of Rs 500,000; (d) DSF has not written off as uncollectible any of its accounts receivable, or written down the value of any of its assets, except in each case in the ordinary course of business consistent with past practice; (e) DSF has not waived or released any of its rights with respect to its business or assets or permitted any of such rights to lapse except to the extent that such actions are in the ordinary course of business or, in the exercise of DSF's reasonable business judgment, are otherwise in its best interests; (f) no executive officer or other key employee of DSF has left his or her employment with DSF; (g) DSF has not granted, and is not committed to grant, any salary or wage increases to any of its employees, except for individual salary or wage increases which will not exceed Rs 500,000 in the twelve (12) month period commencing on the date hereof; (h) DSF has not made, or committed to make, any capital expenditures in excess of Rs 500,000 in the aggregate; (i) there has been no payment, discharge or other satisfaction of DSF's liabilities, whether direct or indirect, fixed or contingent or otherwise, other than the satisfaction, in the ordinary course of business, of liabilities reflected on the Financial Statements or incurred in the ordinary course of business since the Balance Sheet Date; (j) DSF has not introduced any material change with respect to its business, including without limitation with respect to the products or services it sells, the areas in which such products or services are sold, its marketing techniques or its accounting methods; (k) neither DSF nor any of the Shareholders have taken any actions which, if taken after the date hereof, would violate Section 4.1(a) hereof; and (l) no Material Adverse Effect, and no event which is likely to result in a Material Adverse Effect, has occurred.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.165.27, since December 31January 1, 19961995, each of Acquiror and its Subsidiaries Transferor has conducted its business businesses only in the Ordinary Course of Business ordinary course, and with respect to each there has not been anynot: (a) change in suffered any damage or destruction adversely affecting the authorized properties, assets or issued capital stock business of Transferor; (except as otherwise contemplated by this Agreement); grant of b) made any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchasedeclaration, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries of any shares of any such capital stock; or declaration setting aside or payment of any dividend or other distribution of assets (whether in cash, stock or payment in property) with respect of shares of to the capital stock of Acquiror Transferor, or any direct or indirect redemption, purchase or other acquisition of its Subsidiaries (other than dividends paid by such stock, or otherwise made any payment of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice); (b) amendment to the certificate or articles of incorporation or charter, bylaws cash or any transfer of other document of formation assets, to any shareholder or governance of Acquiror affiliate thereof; or transferred any of its Subsidiaries (except as otherwise contemplated by this Agreement)assets from any Company Affiliate; or transferred any assets from any Company Affiliate to Transferor; (c) payment suffered any material adverse change in its working capital, assets, liabilities, financial condition, business prospects or increase by Acquiror or any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract relationships with any directorsuppliers or customers listed on Schedule 5.22, officer or employeeother than as disclosed on Schedule 5.22 with respect to Hewlett-Packard Company; (d) adoptionexcept as provided in the employment agreements listed on Schedule 5.12 and for customary increases based on term of service or regular promotion of non-officer employees, material amendment increased (except or announced any increase in) the compensation payable or to become payable to any employee, consultant or independent contractor or increased (or announced any increase in) any bonus, insurance, pension or other employee benefit plan, payment or arrangement for any amendment necessary to comply with any Legal Requirement) or termination ofsuch employees, or increase in the payments to entered into or benefits underamended any employment, any Acquiror Employee Benefit Plan (as defined below)consulting, severance or similar agreement; (e) damage to incurred, assumed or destruction guaranteed any liability or loss obligation (absolute, accrued, contingent or otherwise) other than in the ordinary course of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquirorbusiness consistent with past practice; (f) entry intopaid, termination discharged, satisfied or extension ofrenewed any claim, liability or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (obligation other than relating to a loan made by any of Acquiror's banking Subsidiaries payment in the Ordinary Course ordinary course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000business and consistent with past practice, other than as set forth in Schedule 5.27(f); (g) material change in permitted any existing material lease of real or personal propertyits assets to be subjected to any Encumbrance except for Permitted Liens; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of waived any material asset claims or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Businessrights; (i) incurrence sold, transferred or otherwise disposed of any obligation or liability (fixed or contingent) other than of its assets, except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (j) cancellation made any single capital expenditure or waiver of any claims or rights with a value to Acquiror or any of its Subsidiaries investment in excess of $500,000 other than in the Ordinary Course of Business5,000.00; (k) made any investment inchange in any method, practice or purchase of, a depreciable principle of financial or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business)tax accounting; (l) transaction managed receivables, other current assets (excluding cash), trade payables and other current liabilities in a fashion inconsistent with past practice, including the failure to sell inventory and other property in an orderly and prudent manner or the failure to make all budgeted and other normal capital expenditures, repairs, improvements and dispositions; (m) paid, loaned, advanced, sold, transferred or leased any asset to any officer, employee, consultant or independent contractor except for the borrowing normal compensation involving salary and benefits; (n) issued or loaning sold any of moniesits capital stock or issued any warrant, option or other right to purchase shares of its capital stock, or any security convertible into its capital stock except as set forth on Schedule 5.02; (o) entered into any material commitment or transaction, other than in the Ordinary Course ordinary course of Business; (m) material change in business consistent with past practice, affecting the accounting methods used by Acquiror or any operations of its SubsidiariesTransferor; or (np) agreementagreed in writing, whether oral or writtenotherwise, by Acquiror or to take any of its Subsidiaries to do any of the foregoingaction described in this Section.

Absence of Certain Changes and Events. Since the Interim Balance Sheet Date, there has not been a Material Adverse Effect with respect to the Company. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy law, nor does the Company have any Knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any Knowledge of any fact that would reasonably lead a creditor to do so. Except as set forth in Schedule 5.16Section 3.15 of the Disclosure Schedules, since December 31the Interim Balance Sheet Date, 1996, each of Acquiror and its Subsidiaries the Company has conducted its business only in the Ordinary Course of Business and (except with respect to each the Hastings Project) and there has not been any: (ai) change dividend or other distribution to any shareholder of the Company other than (A) cash distributions to the Sellers in an aggregate amount necessary for the authorized sole purpose of funding the 2015 and 2016 estimated and actual income Tax liabilities of the Sellers in respect of their income of the Company, including Tax payments required to be paid by the Sellers pursuant to Section 7.1 or issued capital stock 7.2 (except as otherwise contemplated by this Agreement); grant exclusive of any stock option indemnification payment obligations of the Sellers contained within Section 7.1(e)), and (B) any cash distribution permitted under Section 5.3(b); (ii) payment or right increase by the Company of any bonuses, salaries, or other compensation to purchase shares of capital stock of Acquiror any director, officer, or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice); (bBusiness) amendment to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement); (c) payment or increase by Acquiror or any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance severance, or similar Contract with any director, officer officer, or (except in the Ordinary Course of Business) employee; (diii) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination adoption of, or material increase in the payments to or benefits under, any Acquiror Employee profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other Benefit Plan (as defined below)for or with any employees of the Company; (eiv) damage to to, or destruction or loss of of, any asset or property of Acquiror owned, leased, or any of its Subsidiaries used by the Company, whether or not covered by insurance that hadinsurance, that, individually or in the aggregate, has resulted in or would reasonably be expected to have, result in a Material Adverse Effect on AcquirorEffect; (fv) entry into, termination or extension of, or receipt of notice of termination of of, any joint venture Contract where such termination has resulted in or similar agreement, or any material Contract (other than relating would reasonably be expected to result in a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000Material Adverse Effect; (g) material change in any existing material lease of real or personal property; (hvi) sale (other than any sale sales of inventory in the Ordinary Course of Business), lease lease, or other disposition of of, any material asset or property of Acquiror owned, leased, or any of its Subsidiaries or mortgage, pledge used by the Company or imposition of any lien or other encumbrance Encumbrance on any material asset or property of Acquiror owned, leased, or any of its Subsidiaries except for tax and used by the Company other liens which arise by operation of law and than with respect to which payment is not past duethe Hastings Project, and except for pledges the Revolving Loan, the Term Loan, or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (ivii) material change in the accounting methods used by the Company; (viii) material amendment to the Organizational Documents of the Company; (ix) incurrence of any obligation or liability (fixed or contingent) Indebtedness other than Indebtedness incurred in the Ordinary Course of BusinessBusiness under the Revolving Loan; (jx) cancellation adoption of a plan or waiver agreement of complete or partial liquidation, dissolution, restructuring, merger, consolidation, recapitalization, or other reorganization; (xi) issuance or sale of any claims shares of capital stock of the Company, or rights with a value to Acquiror redemption, purchase, or other acquisition, directly or indirectly, of any shares of capital stock of the Company or grant of any equity based awards; (xii) termination of its status as an S corporation or any action by the Company to make, change, or rescind any Tax election, amend any Tax Return, or take any position on any Tax Return, take any action, omit to take any action, or enter into any other transaction that would have the effect of its Subsidiaries materially increasing the Tax liability or materially reducing any Tax asset of the Buyer in excess respect of $500,000 other than in any Post-Closing Tax Period; (xiii) incurrence of accounting, legal, or financial advisory fees or expenses outside the Ordinary Course of BusinessBusiness other than the Transaction Expenses; (kxiv) extension of credit to any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 other Person by the Company (other than gift certificates, credit memos, or gift cards arising in the Ordinary Course of Business); (lxv) transaction for the borrowing capital expenditure in excess of $25,000, individually or loaning of monies, other than in the Ordinary Course of Businessaggregate, except with respect to the Hastings Project; (mxvi) material change in the accounting methods failure to pay any outstanding invoice for goods or services purchased or used by Acquiror the Company within 30 days of the date of such invoice, unless a longer period of time is permitted for payment therein and then, within the period of time designated for payment; (xvii) failure to pay or reserve for any of its Subsidiariesemployee payroll costs for any payroll period ended on or before the Closing Date; or (nxviii) agreement, whether oral or written, Contract by Acquiror or any of its Subsidiaries the Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.16the Driveoff Disclosure Schedule, since December May 31, 19962000, each of Acquiror and its Subsidiaries has conducted its business only in the Ordinary Course of Business and with respect to each there has not been anybeen: (a) Any transaction involving more than $25,000 entered into by Driveoff other than in the ordinary course of business; any material adverse effect on Driveoff's Business Condition or any development or combination of developments that is reasonably likely to result in such a material adverse effect; or, without limiting the foregoing, any destruction or loss of or damage to any of the properties of Driveoff due to fire or other casualty, or any other loss, whether or not insured, having a material adverse effect on Driveoff's Business Condition; (b) Any increase or change in the authorized compensation or issued capital benefits payable or to become payable by Driveoff, Navidec, or any affiliates of Driveoff or Navidec to any employees, consultants, or former employees of Driveoff, except in the ordinary course of business consistent with past practices; (c) Any increase or modification in any bonus, pension, insurance, or other employee benefit plan or arrangement made to, for, or with any of Driveoff's employees; (d) The granting of stock options, restricted stock awards, stock bonuses, stock appreciation rights and similar equity based awards, nor the issuance, contribution, sale, or other transfer of Driveoff stock, stock options, or similar equity rights to any Benefit Plan sponsored by Driveoff or Navidec or any affiliate thereof; (e) Any amendments to Driveoff's Certificate of Incorporation or Bylaws; (f) Any resignation or termination of any officer or key employee of Driveoff (and, to the knowledge of Driveoff and Navidec, there is no impending resignation or termination of employment of any such officer or key employee except as otherwise contemplated for terminations that may be requested by CPI in connection with this Agreement); grant ; (g) Except as contemplated by the Navidec Transfer Agreement, any sale, assignment, transfer, or license of any stock option material patents, trademarks, copyrights, trade secrets or right other intangible assets; (h) Any material change in Driveoff's accounting policies or, with respect to purchase shares the operation of capital stock of Acquiror or its Subsidiaries (except the business, any material change in the Ordinary Course of Business business carried out by Driveoff; (i) Any disposal or otherwise in accordance with past compensation practices); issuance lapse of any security convertible into such capital stock material rights to use any Driveoff Intellectual Property; (j) Any waiver, compromise, or evidences of indebtedness (except in connection with customer deposits); grant cancellation of any registration rights; purchaseright, redemption, retirement or other acquisition by Acquiror cancellation or any of its Subsidiaries compromise of any shares material claim or liability, other than in the ordinary course of any such capital stock; business and in a manner and amount consistent with the past practice of Driveoff; (k) Any declaration, payment, or declaration or payment setting aside of any dividend or other distribution to or payment in respect for the holders of shares of the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice)Driveoff Shares; (bl) amendment Any termination, modification, or rescission of, or waiver by Driveoff of rights under, any existing contract having or likely to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement)have a material adverse effect on Driveoff's Business Condition; (cm) payment Any discharge or increase satisfaction by Acquiror or any of the Subsidiaries Driveoff of any bonuses, salaries material lien or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employee; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreementencumbrance, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition payment of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (i) incurrence of any obligation or liability (fixed absolute or contingent) other than liabilities shown on the Unaudited Balance Sheet and liabilities incurred since May 31, 2000 in the Ordinary Course ordinary course of Businessbusiness; (jn) cancellation Any acquisition or waiver sale of a material amount of property, or any mortgage, pledge, imposition of any claims security interest, claim, encumbrance, or rights with a value to Acquiror or other restriction on any of its Subsidiaries in excess the material assets, tangible or intangible, of $500,000 other than in the Ordinary Course of Business; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of moniesDriveoff, other than in the Ordinary Course ordinary course of Business; (m) material change in the accounting methods used by Acquiror or any of its Subsidiariesbusiness; or (no) agreement, whether oral Any agreement or written, by Acquiror or any of its Subsidiaries arrangement to do take any of the foregoingactions referred to in this Section 2.2.9.

Absence of Certain Changes and Events. Except as set forth in on Disclosure Schedule 5.163.04, since December 31June 30, 19962011, each of Acquiror and its Subsidiaries has conducted its business only in the Ordinary Course of Business and with respect to each there has not been anywith respect to the Purchased Assets: (a) any material adverse change in the authorized assets, liabilities or issued capital stock (except as otherwise contemplated by this Agreement); grant of any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares financial condition of the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice)Seller; (b) amendment to any damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting the certificate operations, properties, assets, including the Purchased Assets, or articles results of incorporation or charter, bylaws or any other document operations of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement)the Seller; (c) payment with the exclusion of the Minot Building purchase, which has been previously publicly disclosed, any merger, consolidation or increase by Acquiror share exchange or agreement to merge, consolidate or exchange shares with any other corporation (or any of transaction having a similar effect) involving the Subsidiaries Seller, or any acquisition of, or agreement to acquire, any stock, business, property or assets of any bonusesother person, salaries firm, association, corporation or other compensation business organization, to any shareholder, director, officer which the Seller is or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employeewas a party; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase capital expenditure not made in the payments ordinary course or previously committed as reflected in written budgets previously provided to the Buyer or benefits under, any Acquiror Employee Benefit Plan (as defined below)new capital expenditure or other commitment by the Seller in excess of $5,000.00; (e) damage except in the ordinary course of business, any sale or granting to any party or destruction or loss parties of any asset license, franchise, option or property other right of Acquiror any nature whatsoever to sell, distribute, license or any otherwise deal in or with products or services of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquirorthe Seller; (f) entry intoany arrangement providing for discounts, termination incentive awards or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000promotional allowances; (g) any material change liability or obligation (absolute, accrued, contingent or otherwise) incurred by the Seller other than in any existing material lease the ordinary course of real or personal propertybusiness consistent with past practice; (h) sale (other than any sale change in any method of accounting or accounting practices or principles used by the Seller not in the Ordinary Course ordinary course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and business consistent with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Businesspractice; (i) incurrence any waiver by the Seller of any obligation material claim or liability (fixed or contingent) other than in the Ordinary Course of Businessright; (j) cancellation any sale, transfer or waiver other disposition by the Seller of any claims or rights with a value to Acquiror or any of its Subsidiaries in excess of $500,000 other than assets, except in the Ordinary Course ordinary course of Business;business consistent with past practice and except for any of the Excluded Assets; or (k) except for the Retention Bonus Agreement with ▇▇▇▇ ▇▇▇▇▇▇▇▇, any investment inamount paid, loaned or purchase of, a depreciable advanced by the Seller or amortizable capital asset exceeding $500,000, transferred or aggregate investments of a capital nature exceeding $1,000,000 (other than leased to any employee by the Seller except in the Ordinary Course ordinary course of Business); (l) transaction business and consistent with past practice and except for the borrowing or loaning of monies, other than in the Ordinary Course of Business; (m) material change in the accounting methods used by Acquiror or any of its Subsidiaries; or (n) agreement, whether oral or written, by Acquiror or any of its Subsidiaries to do any of the foregoingExcluded Assets.

Absence of Certain Changes and Events. Except as set forth ------------------------------------- in Schedule 5.163.20 and except for the Company Reorganization and as necessary or ------------- advisable to obtain or preserve the Company's status as a REIT, since December 31the date of the Most Recent Balance Sheets, 1996, each of Acquiror and its Subsidiaries has the Subject Companies have conducted its business only their respective Businesses in the Ordinary Course ordinary course of Business business consistent with past practice, and with respect to each there is not and has not been any: been: (a) any Material Adverse Change to any of the Subject Companies or any material adverse change in the authorized or issued capital stock condition of the Acquired Assets, (except as otherwise contemplated by this Agreement); grant of b) any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid dividend made by any of the Subsidiaries solely to Acquiror Subject Companies, except for distributions or dividends paid required to be made by Acquiror to its stockholders in accordance with past practice); (b) amendment to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except the Subject Companies to obtain and preserve the Company's status as otherwise contemplated by this Agreement); a REIT, (c) any material repurchase of equity securities by any of the Subject Companies, (d) any payment or increase by Acquiror or any of the Subsidiaries Subject Companies of any bonuses, salaries or other compensation to any shareholder, partner, director, officer or (except in the ordinary course of business consistent with past practice) employee or entry into any employment, severance, or similar contract with any director, officer or employee (except for periodic payments or increases other than in the Ordinary Course ordinary course of Business or otherwise in accordance business consistent with past compensation practicespractice), (e) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employee; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination adoption of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below); (e) damage to profit sharing, deferred compensation, savings, insurance, pension, retirement or destruction other employee benefit plan for or loss with any employees of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (i) incurrence of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (j) cancellation or waiver of any claims or rights with a value to Acquiror or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Business; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 Subject Companies (other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice); , (lf) transaction for any condition, event or occurrence which could reasonably be expected to prevent or materially delay either of the borrowing Subject Companies consummating the transactions contemplated by this Agreement or loaning of monies, other than in the Ordinary Course of Business; Subsidiaries Asset Purchase Agreements or (mg) any material change in the accounting methods used by Acquiror methods, principles or any practice of its Subsidiaries; or (n) agreement, whether oral or written, by Acquiror or any of its Subsidiaries to do any of the foregoingSubject Companies.

Absence of Certain Changes and Events. Except Since the Balance Sheet Date, Seller's business has been conducted only in the ordinary course of business consistent with past practice of Seller (the "ORDINARY COURSE"). Without limiting the foregoing, except as set forth in Schedule 5.16on SCHEDULE 5.6, since December 31the Balance Sheet Date, 1996, each of Acquiror and its Subsidiaries has conducted its business only in the Ordinary Course of Business and with respect to each there has not been anybeen, occurred or arisen: (a) any material adverse change in the authorized operations (as now conducted or issued capital stock as presently proposed to be conducted), assets, liabilities, earnings, business, properties, rights, net worth, or condition (except as otherwise contemplated by this Agreement); grant financial or otherwise) of any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchaseSeller, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries of any shares of nor are any such capital stock; changes threatened, anticipated or declaration or payment of any dividend or other distribution or payment in respect of shares of the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice)contemplated; (b) amendment to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement); (c) payment or increase by Acquiror or any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employee; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business)sale, lease or other disposition of any material asset properties or property assets of Acquiror Seller, or any transaction that is material to the business of its Subsidiaries Seller entered into or mortgagecarried out, pledge or imposition of any lien or other encumbrance on except in the Ordinary Course; (c) any material asset change made in the methods of doing business, nor has a Material Adverse Effect in the accounting principles or property practices or the method of Acquiror application of such principles or practices used by Seller or any of its Subsidiaries except for tax and other liens which arise by operation of law and change in depreciation or amortization policies or rates theretofore adopted occurred; (d) any Encumbrance imposed or agreed to be imposed on or with respect to which payment is not past dueany of the Acquired Assets or capital stock of Seller, other than the Permitted Encumbrances; (e) any modification, waiver, change, amendment, release, rescission or termination of, or accord and except for pledges satisfaction with respect to, any material term, condition or liens: provision of any Contract (i) required to be granted as defined herein), other than any satisfaction by performance in connection accordance with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred terms thereof in the Ordinary Course Course; (f) any actual, threatened, anticipated or contemplated casualty, loss, damage or destruction (whether or not covered by insurance), conversion, termination, cancellation, default or taking by eminent domain or other action by any Governmental Authority that has had or could reasonably be expected to have a Material Adverse Effect; (g) any adverse pending, threatened, anticipated or contemplated dispute of Businessany kind with any contractor, subcontractor, customer, supplier, source of financing, employee, landlord, subtenant or licensee of Seller that is reasonably likely to result in any material reduction in the amount, or any change in the material terms or conditions, of business with any material customer, supplier or source of financing of Seller; (h) any increase, other than in the Ordinary Course, in the compensation payable or to become payable to any of Seller's officers, employees, agents or consultants (including, without limitation, any increase pursuant to any bonus, pension, profit-sharing or other plan or commitment), or the entering into with or modification of any employment contract or other agreement concerning the compensation of any officer, or employee, or the making of any loan to, or engagement in any transaction with, any officers, directors or shareholders of Seller, or the establishment of any new, or the modification of any existing, employee benefit, compensation or stock plan of Seller that affects the employees of Seller; (i) capital expenditures or commitments therefore by Seller in excess of $10,000 in the aggregate for additions, alterations or modifications to the property, plant or equipment of Seller; (j) the incurrence of any material obligation or liability (fixed whether absolute, accrued, contingent or contingentotherwise and whether due or to become due) or the incurrence or entering into of any transaction, contract or commitment by Seller with respect to its business, other than items incurred or entered into (as the case may be) in the Ordinary Course; (k) any payment, discharge or satisfaction of any claim, Encumbrance or liability by Seller other than in the Ordinary Course of Business; (j) cancellation whether absolute, accrued, contingent or waiver of any claims otherwise and whether due or rights with a value to Acquiror or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Business; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Businessbecome due); (l) transaction for the borrowing any labor trouble, problem or loaning grievance that has had or could reasonably be expected to have a Material Adverse Effect; (m) any license, sale, transfer, pledge, mortgage or other disposition of monies, any tangible or intangible asset or Intellectual Property of Seller other than in the Ordinary Course of BusinessCourse; (m) material change in the accounting methods used by Acquiror or any of its Subsidiaries; or (n) agreementany cancellation of any Indebtedness (as defined herein) or claims or any amendment, termination, diminution or waiver of any rights of material value to Seller; (o) any change in the customers or the personnel of Seller other than such routine changes which occur in the Ordinary Course; (p) any material decrease in the level of maintenance of any material tangible assets of Seller from that level generally in effect prior to the date hereof; (q) any material failure to operate the business of Seller in the Ordinary Course, including, but not limited to, any failure by Seller to make capital expenditures or investments in Seller or any failure to pay trade accounts payable consistent with past practice; (r) any pending, threatened, anticipated or contemplated occurrence or situation of any kind, nature or description (including, without limitation, the enactment of any Laws (as defined herein)) that has had or could reasonably be expected to have a Material Adverse Effect; and (s) any agreement or understanding, whether oral in writing or writtenotherwise, by Acquiror or any of its Subsidiaries for Seller to do take any of the foregoingactions specified in (a) through (r) above.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.16, since December 31, 1996, each of Acquiror and its Subsidiaries has conducted its business only in the Ordinary Course of Business and with respect to each there has not been any: (a) change in the authorized or issued capital stock (except as otherwise contemplated by this Agreement); grant , between the date of any stock option or right to purchase shares the Financial Statements and the Closing: (a) the business of capital stock of Acquiror or its Subsidiaries (Seller has been conducted only in the ordinary course and substantially in the manner that such business was heretofore conducted, and there has not been, except in the Ordinary Course of Business or otherwise in accordance ordinary course and consistent with past compensation practices); issuance of practice: (i) any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement purchase or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice); (b) amendment to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement); (c) payment or increase by Acquiror or any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employee; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits underproperty, any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business)sale, lease or other disposition of any material asset or property of Acquiror property, or any expenditure in excess of $10,000 in the aggregate not disclosed on Schedule 3.04; (ii) any incurrence of liability in excess of $10,000 not disclosed on Schedule 3.04; (iii) any encumbrance or consent to encumbrance of any property or assets not disclosed on Schedule 3.04; (b) Seller has not entered into any agreement or transaction which, based upon the good faith application of its Subsidiaries best business knowledge and experience, has resulted or mortgagewill result in a transfer of assets for other than full and fair consideration; (c) there has not been any undisclosed change in the condition (financial or otherwise), pledge assets, liabilities, business, results of operations, licenses, permits, franchises or imposition affairs of any lien Seller which has or other encumbrance is likely to have a material adverse effect on any material asset the business, financial condition or property results of Acquiror operations of Seller; (d) there has not been damage, destruction or any casualty loss materially and adversely affecting the business, results of its Subsidiaries except for tax and other liens which arise by operation operations or financial condition of law and with respect to which payment is Seller; (e) there has not past due, and except for pledges or liens: been (i) required any increase in the rate or terms of compensation payable or to be granted become payable by Seller to its directors, officers, key employees or commission sales personnel, except increases occurring in connection the ordinary course of business in accordance with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; its customary practices, (ii) granted any increase in connection the rate or terms of any bonus, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with repurchase any such directors, officers, key employees or reverse repurchase agreements; commission sales personnel, except increases occurring in the ordinary course of business in accordance with its customary practices, or (iii) otherwise incurred in any entering by Seller into any new employment agreement or any modification of the Ordinary Course terms of Businessany existing employment agreement; (if) incurrence of there has not been any obligation entry into any agreement, commitment or liability transaction (fixed including, without limitation, any borrowing, capital lease, capital expenditure or contingentcapital financing) other than by Seller except in the Ordinary Course ordinary course of Businessbusiness and consistent with the practices of Seller in the last fiscal year and except as otherwise disclosed on Schedule 3.04; (jg) cancellation there has not been and will not have been any change by Seller in accounting methods, principles or waiver of any claims or rights with a value to Acquiror or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Businesspractices; (kh) to the best of Seller's knowledge, there has not been and will not have been any investment inthreatened occurrence or development relating to the business, operations, financial condition or purchase ofaffairs of Seller which would materially and adversely affect the business, a depreciable operations, financial condition or amortizable capital asset exceeding $500,000, or aggregate investments affairs of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of monies, other than in the Ordinary Course of Business; (m) material change in the accounting methods used by Acquiror or any of its Subsidiaries; or (n) agreement, whether oral or written, by Acquiror or any of its Subsidiaries to do any of the foregoingSeller.

Absence of Certain Changes and Events. Except as set forth Since the date of the Balance Sheet, the Company and the Subsidiaries have in Schedule 5.16, since December 31, 1996, each of Acquiror and its Subsidiaries has all material respects conducted its business their businesses only in the Ordinary Course of Business usual and ordinary course consistent with past practice and, except as expressly contemplated by this Agreement or any other Transaction Document, there has not, with respect to each there has not the Company or a Subsidiary, or in the case of Sections 5.8(f) and (q), with respect to CTI and its Affiliates, been any: (a) change in the authorized event, condition, occurrence, contingency or issued capital stock (except as otherwise contemplated by this Agreement); grant of any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice); (b) amendment to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement); (c) payment or increase by Acquiror or any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employee; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance development that had, has had or would reasonably be expected to have, have a Material Adverse Effect on AcquirorEffect; (b) any repurchase, redemption or other acquisition by the Company or any Subsidiary of any of shares of capital stock or other securities of the Company or any Subsidiary or any dividends or other distributions or payments in respect of any shares of capital stock of the Company or any Subsidiary other than distributions payable solely in cash and distributions of the capital stock or membership interests of the Excluded Subsidiaries; (c) amendment of any term of any outstanding security of the Company or any Subsidiary; (d) making of any loan, advance or capital contribution to or investment in any Person by the Company or any Subsidiary, other than loans, advances or capital contributions to a Subsidiary, travel and similar advances to employees, and advances and extended payment terms to suppliers, in each case in the ordinary course of business consistent with past practice; (e) material change in the accounting methods, principles or practices followed by the Company or any Subsidiary (except for any such change required by reason of a change in GAAP); (f) entry into(i) adoption, amendment or modification in any material respect of an Employee Benefit Plan, other than an amendment or modification to comply with applicable Laws and adoptions, amendments and modifications that do not apply to any Listed Employee or officer, employee or consultant of the Company or any Subsidiary (ii) grant of severance or termination pay or extension any other compensation of any kind or nature payable, in whole or in part, by reason of the transactions contemplated by this Agreement to any Listed Employee or any officer, employee or consultant of the Company or any Subsidiary, or (iii) any change in employment terms (including compensation or benefits) for any Listed Employee or any officer, employee or consultant of the Company or any Subsidiary or increase in the contingent and non-contingent compensation of, or receipt of notice of termination payment of any joint venture or similar agreementbonus to, any Listed Employee or any material Contract (other than relating to a loan made by any officer, employee or consultant of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror Company or any of its Subsidiaries of at least $2,000,000Subsidiary; (g) material change in damage, destruction or loss to any existing material lease asset or property of real the Company and the Subsidiaries, taken as a whole, other than damage that has been repaired, damaged assets that have been replaced or personal propertydamage for the repair of which insurance proceeds have been received and used for the repair thereof; (h) sale (other than any sale sales of inventory and customer list rentals and exchanges in the Ordinary Course ordinary course of Businessbusiness consistent with past practice), assignment, transfer, hypothecation, conveyance, lease or other disposition of any material asset or property of Acquiror the Company or any of its Subsidiaries Subsidiary other than the Excluded Assets or mortgage, pledge or imposition of any lien or other encumbrance Encumbrance on any material asset or property of Acquiror the Company or any of its Subsidiaries Subsidiary (except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of BusinessPermitted Encumbrances); (i) incurrence failure to pay when due any material indebtedness or other material Liabilities, except with respect to any such Liabilities being contested in good faith by the Company or any Subsidiary which are identified in Section 5.8(i) of any obligation or liability (fixed or contingent) other than in the Ordinary Course of BusinessDisclosure Schedule; (j) cancellation cancellation, discharge or satisfaction of any debts, liabilities, obligations or claims that are material to the Company and the Subsidiaries, taken as a whole, or any amendment, termination or waiver of any claims or material rights with a of value to Acquiror or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of BusinessCompany and the Subsidiaries, taken as a whole; (k) write down or write off of the value of any investment inassets that are material to the Company and the Subsidiaries, or purchase oftaken as a whole, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments except for write downs and write offs of a capital nature exceeding $1,000,000 (other than accounts receivable and inventory in the Ordinary Course ordinary course of Business)business consistent with past practice; (l) transaction failure to pay accounts payable or collect accounts receivable other than in the ordinary course consistent with past practice; (m) entry into, amendment, termination or receipt of notice of termination of any lease or sublease of real property that is (or would be) required to be disclosed in Section 5.9 of the Disclosure Schedule or of any agreement or other document that is required to be disclosed in Section 5.11 of the Disclosure Schedule; (n) merger or consolidation with any other Person, acquisition of any equity securities of any other Person, or acquisition of assets from any other Person, other than (i) the acquisition of inventory in the ordinary course of business in accordance with past practice, and (ii) capital expenditures in an amount in the aggregate not more than those set forth in the capital expenditure budget for the borrowing current fiscal year previously provided to Buyer; (o) material change in the business or loaning operations of moniesthe Company and the Subsidiaries, taken as a whole, or in the manner of conducting the same or entry by the Company or any Subsidiary into any material transaction (other than the transactions contemplated hereby), other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (mp) any material change capital expenditure or commitments therefor, other than capital expenditures of not more than those set forth in the accounting methods used by Acquiror or any of its Subsidiariescapital expenditure budget for the current fiscal year previously provided to Buyer; or (nq) agreement, whether oral or writtennot in writing, by Acquiror or any of its Subsidiaries to do any of the foregoingforegoing by the Company, any Subsidiary or, with respect to the Business, CTI.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.16(a) Since the date of the Company June Interim Balance Sheet, since December 31, 1996, each of Acquiror and its Subsidiaries Company has conducted its business businesses only in the Ordinary Course of Business usual and ordinary course consistent with respect to each past practice and there has not been any: (ai) change in the authorized or issued capital stock (except as otherwise contemplated by this Agreement); grant of any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries of any shares of any such capital stock; or declaration Declaration or payment of any dividend or other distribution or payment in respect of the shares of the capital stock of Acquiror Company or any repurchase or redemption of its Subsidiaries (any such shares of capital stock or other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice)securities; (bii) amendment to other than in the certificate or articles ordinary course, payment by Company of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement); (c) payment bonus or increase by Acquiror or any of the Subsidiaries of any bonuses, salaries or other compensation payable to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror into (or amendment of) any of its Subsidiaries into any written employment, severance or similar Contract agreement with any shareholder, director, officer or employee; (diii) adoption, material amendment (except for adoption of or change in any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below)or labor policy; (eiv) damage to or damage, destruction or loss of to any material asset or property of Acquiror Company, whether or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquirorinsurance; (fv) entry into, amendment, termination or extension of, or receipt of notice of termination of any joint venture material agreement or similar agreementother material document or commitment which is required to be disclosed in the Disclosure Statement, or any material Contract transaction (other than including, without limitation, any such relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000capital expenditures); (g) material change in any existing material lease of real or personal property; (hvi) sale (other than any sale sales of inventory in the Ordinary Course ordinary course of Businessbusiness), lease assignment, conveyance, lease, or other disposition of any material asset or property of Acquiror or any of its Subsidiaries Company or mortgage, pledge pledge, or imposition of any material lien or other material encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of BusinessCompany; (ivii) incurrence or repayment of any material liability or material obligation or liability (fixed whether absolute or contingent) to any Related Party or other affiliated person 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 ordinary course of Businessbusiness consistent with past practice; (jviii) 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 Acquiror or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Businessrights; (kix) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than material change in the Ordinary Course business or operations of Business); (l) transaction for Company or in the borrowing manner of conducting the same or loaning of moniesentry by Company into any material transaction, other than in the Ordinary Course ordinary course of Businessbusiness; (mx) any material change in the accounting methods used methods, principles or practices followed by Acquiror Company, except as required by GAAP, or any material change in any of its Subsidiariesthe assumptions underlying, or methods of calculating, any bad debt, contingency or other reserves or expenditures); or (nxi) agreement, whether oral or writtennot in writing, by Acquiror or any of its Subsidiaries to do any of the foregoingforegoing by Company. (b) Since the date of the Company June 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) of Company or any event, condition or contingency that is likely to result in such a material adverse change.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.16Since June 30, since December 312001 through the date hereof there has not been, 1996, each of Acquiror and its Subsidiaries has conducted its business only in the Ordinary Course of Business and with respect to each there has NGTH, (i) any Material Adverse Effect; (ii) any material strike, picketing, work slowdown or labor disturbance; (iii) any material damage, destruction or loss (whether or not been any: covered by insurance) with respect to any material assets or properties; (aiv) change in the authorized or issued capital stock (except as otherwise contemplated by this Agreement); grant of any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement redemption or other acquisition by Acquiror of Common Stock of NGTH or any of its Subsidiaries of any shares of any such capital stock; or declaration or payment of any dividend or other distribution in cash, stock or payment in property with respect of shares of the capital stock of Acquiror or thereto; (v) any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice); (b) amendment to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement); (c) payment or increase by Acquiror or any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employmentmaterial commitment or transaction (including, severance or similar Contract with any director, officer or employee; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits underwithout limitation, any Acquiror Employee Benefit Plan (as defined below); (e) damage to borrowing or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (i) incurrence of any obligation or liability (fixed or contingentcapital expenditure) other than in the Ordinary Course ordinary course of Business; business or as contemplated by this Agreement; (jvi) cancellation any transfer of, or waiver rights granted under, any material leases, licenses, agreements, patents, trademarks, trade names, or copyrights other than those transferred or granted in the ordinary course of business and consistent with past practice; (vii) any Lien on any material assets or properties except in the ordinary course of business; any payment of any Liabilities other than Liabilities currently due; any cancellation of any debts or claims or rights with forgiveness of amounts owed to NGTH; or (viii) any change in accounting principles or methods (except insofar as may have been required by a value to Acquiror or any of change in U.S. GAAP). Since June 30, 2001, through the date hereof NGTH has conducted its Subsidiaries in excess of $500,000 other than business only in the Ordinary Course of Business; (k) ordinary course and in a manner consistent with past practice and has not made any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of monies, other than in the Ordinary Course of Business; (m) material change in the accounting methods used by Acquiror conduct of its business or operations. Without limiting the generality of the foregoing, since June 30, 2001, through the date hereof NGTH has not made any payments (except in the ordinary course of business and in amounts and in a manner consistent with past practice) under any Employee Benefit Plan or to any employee, independent contractor or consultant, entered into any new Employee Benefit Plan or any of its Subsidiaries; or (n) new consulting agreement, whether oral granted or writtenestablished any awards under any such Employee Benefit Plan or agreement, by Acquiror in any such case providing for payments of more than $1,000 or any of its Subsidiaries to do adopted or otherwise amended any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.16, since December 31, 1996, each From the date of Acquiror and its Subsidiaries has conducted its business only in the Ordinary Course of Business and with respect to each there has not been anyInterim Balance Sheet through the Closing Date: (ai) change no event has occurred that has had a Material Adverse Effect on the Company; (ii) the Company has not declared or paid any dividend in respect of any shares of Company Capital Stock; (iii) there has been no material increase in the authorized compensation or issued capital stock benefits payable by the Company or a Company Subsidiary to any of its current employees or independent contractors; (except as otherwise iv) neither the Company nor any Company Subsidiary has amended its certificate of incorporation or bylaws or other applicable charter documents, other than in connection with the transactions contemplated by this Agreement); grant of any stock option or right to purchase shares of capital stock of Acquiror or its ; (v) the Company and the Company Subsidiaries (except have conducted their business in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except ordinary course, other than in connection with customer deposits); grant the transactions contemplated by this Agreement or as determined by the board of directors of the Company in the exercise of its fiduciary responsibility; (vi) neither the Company nor any registration rights; purchaseCompany Subsidiary has reclassified, redemptioncombined, retirement split, subdivided, redeemed or other acquisition by Acquiror otherwise acquired, directly or indirectly, any of its Subsidiaries of any shares of any such capital stock; ; (vii) neither the Company nor any Company Subsidiary has (A) issued, guaranteed or declaration assumed any Indebtedness or payment (B) made loans, advances or investment in any other person, other than advances to its employees for expenses in the ordinary course of business; (viii) neither the Company nor any dividend Company Subsidiary has sold, leased, licensed or made other distribution disposition of or payment in respect of shares of the capital stock of Acquiror or Encumbrance on any of its Subsidiaries properties or assets (other than dividends paid by any sales of inventory in the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practiceordinary course of business); (bix) amendment to neither the certificate Company nor any Company Subsidiary has acquired by merger or articles consolidation with, or by purchase of incorporation all or charter, bylaws a substantial portion of the assets or any stock of, or by any other document of formation manner, any business or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement)Person; (cx) payment or increase by Acquiror or neither the Company nor any of the Subsidiaries of any bonusesCompany Subsidiary has, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases than in the Ordinary Course ordinary course of Business business (A) except as required by Law, adopted, entered into, terminated or otherwise in accordance with past compensation practices) amended any Company Plan, collective bargaining agreement or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with contract, (B) amended or accelerated the payment, right to payment or vesting of any directorcompensation or benefits, officer (C) paid any benefit not provided for as of the Closing Date under any Company Plan, or employee(D) granted any awards under any bonus, incentive, performance or other compensation plan or arrangement or benefit plan, or removed existing restrictions in any Company benefit plans or contracts or awards made thereunder; (dxi) adoptionneither the Company nor any Company Subsidiary has cancelled, material amendment (except for any amendment necessary to comply with any Legal Requirement) released or termination of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (i) incurrence of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (j) cancellation or waiver of waived any claims or rights with a value exceeding $50,000 or otherwise outside the ordinary course of business; (xii) neither the Company nor any Company Subsidiary has settled any legal proceeding; (xiii) neither the Company nor any Company Subsidiary has made any capital expenditure or other expenditure with respect to Acquiror property, plant or any of its Subsidiaries equipment in excess of $500,000 other than 50,000 individually or $100,000 in the Ordinary Course of Businessaggregate; (kxiv) neither the Company nor any Company Subsidiary has changed any accounting principles, methods or practices or investment inpractices, including any changes as were necessary to conform with GAAP or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business)applicable Law; (lxv) transaction for neither the borrowing Company nor any Company Subsidiary has accelerated or loaning of monies, other than delayed in the Ordinary Course payment of Business;accounts payable or other liabilities or in the collection of notes or accounts receivable; and (mxvi) material change in neither the accounting methods used by Acquiror Company nor any Company Subsidiary has made any Tax election or settlement of any Tax Liability or amendment of its Subsidiaries; or (n) agreement, whether oral or written, by Acquiror or any of its Subsidiaries to do any of the foregoingTax return.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.16otherwise disclosed on SCHEDULE 3.12, since December 31, 1996, each of Acquiror and its Subsidiaries has conducted its business only in the Ordinary Course of Business and with respect to each there has not been anyCompany Financial Statement Date: (a) change Company has not incurred any material obligation or liability except for normal trade obligations incurred in the authorized or issued capital stock (except as otherwise contemplated by this Agreement); grant ordinary course of any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice)business; (b) amendment no casualty, loss or damage has occurred with respect to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated Company's assets, whether or not the same is covered by this Agreement)insurance; (c) payment or increase by Acquiror or any of the Subsidiaries of any bonusesCompany has not sold, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business transferred or otherwise in accordance with past compensation practices) or entry by Acquiror or disposed of any of its Subsidiaries into assets or any employment, severance or similar Contract with any director, officer or employee; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination ofinterest therein, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (i) incurrence of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (j) cancellation or waiver of any claims or rights with a value to Acquiror or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Business; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of monies, other than in the Ordinary Course of Business; (m) material change in the accounting methods used by Acquiror or any of its Subsidiaries; or (n) agreement, whether oral or written, by Acquiror or any of its Subsidiaries agreed to do any of the foregoing, except for sales of inventory in the ordinary course of business; (d) Company has not written off as uncollectible any of its accounts receivable in excess of reserves, or written down the value of any of its assets, except in each case in the ordinary course of business and at a rate no greater than during the 12-month period ending on the Company Financial Statement Date; (e) Company has not waived or released any of its material rights with respect to its business or assets or permitted any of such rights to lapse; (f) no executive officer or other key employee of Company has left his or her employment with Company; (g) Company has not granted, and is not committed to grant, any salary or wage increases to any of its employees; (h) Company has not made, or committed to make, any capital expenditures in excess of $5,000 in the aggregate; (i) there has been no payment, discharge or other satisfaction of any liabilities of Company other than the satisfaction, in the ordinary course of business, of liabilities reflected on the Company Current Financial Statements or incurred in the ordinary course of business since the Company Financial Statement Date; (j) Company has not declared or paid any dividend or other distribution in respect of its capital stock or agreed to do any of the foregoing; (k) Company has not introduced any material change with respect to its business, including without limitation with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, its marketing techniques or its accounting methods; and (l) no Company Material Adverse Change, and no event which, to the best of Company Parties' knowledge, is likely to result in a Company Material Adverse Change, has occurred.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.162.1(i) hereto, to the best of the knowledge and belief of the Company and the Selling Shareholders, since December 31, 1996, each the date of Acquiror and its Subsidiaries has conducted its business only in the Ordinary Course of Business and with respect to each Unaudited Financial Statements there has not been anybeen: (ai) Any material adverse change in the authorized financial condition, results of operation, assets, liabilities or issued capital stock prospects of the Company or the Business, or any occurrence, circumstance, or combination thereof which reasonably could be expected to result in any such material adverse change; (except as otherwise contemplated ii) Any transaction relating to or involving the Company, the Business, the assets of the Company or the Selling Shareholders which was entered into or carried out by this Agreement); grant the Company or the Selling Shareholders other than in the ordinary and usual course of business; (iii) Any change by the Company in its accounting or tax practices or procedures; (iv) Any incurrence of any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except liability, other than liabilities incurred in the Ordinary Course ordinary course of Business or otherwise in accordance business consistent with past compensation practices); issuance ; (v) Any sale, lease, or disposition of, or any agreement to sell, lease, or dispose of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries of any shares of any such capital stock; properties (whether leased or declaration owned), or payment of any dividend or other distribution or payment in respect of shares the assets of the capital stock of Acquiror or any of its Subsidiaries (Company, other than dividends paid by sales, leases, or dispositions of goods, materials, or equipment in the usual and ordinary course of business and consistent with prior practice; (vi) Any event permitting any of the Subsidiaries solely assets or the properties of the Company (whether leased or owned) to Acquiror be subjected to any pledge, encumbrance, security interest, lien, charge, or dividends paid by Acquiror to its stockholders in accordance with past practiceclaim of any kind whatsoever (direct or indirect) (collectively, "liens"); (bvii) amendment Any increase in compensation or any adoption of, or increase in, any bonus, incentive compensation, pension, profit sharing, retirement, insurance, medical reimbursement or other employee benefit plan, payment or arrangement to, for, or with any employee of the Company, other than certain bonuses paid to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement)Selling Shareholders and disclosed in writing to the Purchaser and the Participating Companies; (cviii) Any payment or increase by Acquiror distribution of any bonus to, or cancellation of indebtedness owing from, or incurring of any liability relating to any employees, consultants, directors, officers, or agents, or any of persons related thereto, other than certain bonuses paid to the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employeeSelling Shareholders; (dix) adoptionAny notice (written or unwritten) from any employee of the Company that such employee has terminated, material amendment or intends to terminate, such employee's employment with the Company; (except for x) Any adverse relationship or condition with Suppliers (as defined in Section 2.1(q)(i) hereof), vendors, or Customers (as defined in Section 2.1(ae) hereof) that may have an adverse effect on the Company, the Business, or the assets of the Company; (xi) Any event, including, without limitation, shortage of materials or supplies, fire, explosion, accident, requisition or taking of property by any amendment necessary governmental agency, flood, drought, earthquake, or other natural event, riot, act of God or a public enemy, or damage, destruction, or other casualty, whether covered by insurance or not, which has had an adverse effect on the Company, the properties (whether leased or owned), the Business, or the assets of the Company or any such event which could be expected to comply with any Legal Requirementhave an adverse effect on the Company, the properties (whether leased or owned), the Business, or the assets of the Company; (xii) Any modification, waiver, change, amendment, release, rescission, accord and satisfaction, or termination of, or increase with respect to, any term, condition, or provision of any contract, agreement, license, or other instrument to which the Company or the Selling Shareholders are a party and relating to or affecting the Business or the assets of the Company other than any satisfaction by performance in accordance with the terms thereof in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below)usual and ordinary course of business and consistent with prior practice; (exiii) damage to Any discharge or destruction or loss satisfaction of any asset Lien or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination payment of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (i) incurrence of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (j) cancellation or waiver of any claims or rights with a value to Acquiror or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Business; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of moniesliabilities, other than in the Ordinary Course ordinary course of Businessbusiness; (mxiv) Any waiver of any rights of substantial value by the Company, other than waivers having no material change adverse effect on the Company; (xv) Any issuance of equity securities of the Company or any issuance of warrants, calls, options or other rights calling for the issuance, sale, or delivery of the Company's equity securities; (xvi) Any declaration of any dividend or any distribution of any shares of its capital stock, or redemption, purchase, or other acquisition of any shares of its capital stock or any grant of an option, warrant, or other right to purchase or acquire any such shares; (xvii) Any amendment, or agreement to amend, the Company's Articles of Incorporation or Bylaws, or any merger or consolidation with, or any agreement to merge or consolidate with, any other corporation, partnership, limited liability company or any other entity; (xviii) Any reduction, or agreement to reduce, the cash or short-term investments of the Company, other than to meet cash needs arising in the accounting methods used ordinary course of business; (xix) Any work interruptions, labor grievances or claims filed, proposed law or regulation or any event of any character, materially adversely affecting the Business or future prospects of the Company; (xx) Any revaluation by Acquiror or the Company of any of its Subsidiariesassets; (xxi) Any loan by the Company to any person or entity, or any guaranty by the Company of any loan; or (nxxii) agreement, whether oral or written, by Acquiror or any of its Subsidiaries to do any To the best knowledge of the foregoingCompany and the Selling Shareholders, any other event or condition of any character which materially adversely affects, or reasonably may be expected to so affect, the assets of the Company, the Business, or the properties (whether leased or owned) of the Company.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.16on Section 3.9 of the Company Disclosure Schedule, since December August 31, 19962003, each of Acquiror and its Subsidiaries has conducted its business only in the Ordinary Course of Business and with respect to each there has not been anybeen: (a) Any event or occurrence that has had or could reasonably be expected to have a Material Adverse Effect on the Company; (b) Any damage, destruction or loss, of or to any material asset of the Company or the Company Subsidiary, whether or not covered by insurance, except for ordinary wear and tear in the normal course of business; (c) Any waiver or compromise by the Company or the Company Subsidiary of a valuable right or of a material debt owed to it; (d) Any satisfaction or discharge of any Encumbrance or payment of any obligation by the Company or the Company Subsidiary in any amount in excess of $50,000 in any one case, or $100,000 in the aggregate, other than payments, discharges or satisfactions made or given in the ordinary course of business consistent with past practices; (e) Any change to a material contract or agreement by which the Company, the Company Subsidiary or any of their assets is bound or subject, other than changes made in the ordinary course of business consistent with past practices; (f) Any material change in any compensation arrangement or agreement (including, without limitation, the entry into, or modification of, any employment, severance or termination agreement) with any employee, officer, director or shareholder of the Company or the Company Subsidiary; (g) Other than in the ordinary course of business consistent with past practices, any sale, assignment or transfer of any Intellectual Property or other intangible assets of the Company or the Company Subsidiary; (h) Other than in the ordinary course of business consistent with past practices, any sale or other disposition of any right, title or interest in or to any assets or properties of the Company or the Company Subsidiary or any revenues derived therefrom; (i) Any creation, incurrence or assumption of any indebtedness for money borrowed by the Company or the Company Subsidiary exceeding $50,000 in the aggregate; (j) Any capital expenditures by the Company or the Company Subsidiary exceeding $50,000 in the aggregate; (k) Any material change in any accounting principle or method or election for federal income tax purposes used by the Company, other than as specifically required by GAAP; (l) Any resignation or termination of employment of any officer or employee of the Company or the Company Subsidiary, or any resignation or termination of consulting services of any consultant of the Company or the Company Subsidiary; (m) Any mortgage, pledge, transfer of a security interest in, or Encumbrance, created by the Company or the Company Subsidiary, with respect to any of its respective properties or assets, except Permitted Liens; (n) Any loans or guarantees made by the Company or the Company Subsidiary to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; (o) Any change in the authorized or issued capital stock (except as otherwise contemplated by this Agreement); grant of any stock option or right to purchase shares of capital stock of Acquiror the Company or its Subsidiaries (except the Company Subsidiary or any declaration, setting aside or payment or other distribution in the Ordinary Course respect to any of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock stock, or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; direct or indirect redemption, purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice); (b) amendment to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement); (c) payment or increase by Acquiror or any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employee; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (i) incurrence of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (j) cancellation or waiver of any claims or rights with a value to Acquiror or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Business; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of monies, other than in the Ordinary Course of Business; (m) material change in the accounting methods used by Acquiror or any of its Subsidiaries; or (np) agreementAny authorization, whether oral approval, arrangement, agreement or written, commitment by Acquiror the Company or any of its Subsidiaries the Company Subsidiary to do any of the foregoingthings described in this Section 3.9.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.16(a) Since the Reference Balance Sheet Date, since December 31, 1996, each of Acquiror and its Subsidiaries has conducted its business only in the Ordinary Course of Business and with respect to each there has not been any:any Material Adverse Effect. (ab) change Since the Reference Balance Sheet Date, (i) the Company has conducted the Business in the authorized ordinary course of business and paid or issued capital stock (except as otherwise contemplated by this Agreement); grant of any stock option or right to purchase shares of capital stock of Acquiror or satisfied its Subsidiaries (except obligations and liabilities in the Ordinary Course ordinary course of Business or otherwise business; and (ii) the Company has used commercially reasonable efforts to (A) preserve intact the current business organization of the Company; (B) maintain, keep and preserve its assets and properties in good condition and repair in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares C) keep available the services of the capital stock of Acquiror Company's officers, employees, and agents; (D) maintain the Company's relations and goodwill with landlords, suppliers, customers, creditors, employees, agents and others having business relationships with the Company; and (E) maintain its books and records consistent with practices and applicable Legal Requirements. (c) Since the Reference Balance Sheet Date, the Company has not taken (or any of its Subsidiaries (other than dividends paid by omitted to take) any of the Subsidiaries solely following actions, directly or indirectly: (i) (A) amend the Company's memorandum and articles of association; (B) issue, sell, repurchase, redeem or acquire any Company Shares, or grant or enter into any rights, warrants, options, agreements or commitments with respect to Acquiror the issuance of such shares or dividends paid such equity interests other than issuance of Options to service providers of the Company or issuance of Common Shares upon the exercise of outstanding Options or Warrants; or (C) split, combine, subdivide or reclassify any Company Shares; (ii) grant any increase in the base compensation of, or pay or grant any severance or termination pay or benefits, any employee of the Company or hire any employee; (iii) adopt, amend or increase the payments or benefits under any Employee Benefit Plan other than as required by Acquiror any applicable Legal Requirement; (iv) enter into, amend, terminate, renew or assign (A) any employment or consulting contract; (B) any real property or personal property lease; or (C) any other Material Company Contract (except to its stockholders in accordance with past practicethe extent set forth on Section 2.14(a) of the Disclosure Schedule); (bv) amendment acquire assets outside of the ordinary course of business or in excess of fifteen thousand dollars ($15,000), individually, or thirty thousand dollars ($30,000), in the aggregate, in any transaction, including, without limitation, acquire any business, whether by merger, consolidation, the purchase of a substantial portion of the assets or equity interests of such business or otherwise, (vi) sell, lease or otherwise dispose of, or permit any Encumbrance upon, any assets or properties of the Company other than sales or licenses of Company Products to customers in the ordinary course of business and Permitted Encumbrances; (vii) fail to spend funds for any budgeted capital expenditures, or make any capital expenditures outside the scope of the budget of the Company delivered to Parent prior to the certificate date hereof; (viii) incur, assume or articles of incorporation guaranty any Indebtedness or chartercapitalized lease obligations or make any loans, bylaws advances or capital contributions to, or investments in, any other document Person; (ix) cancel, compromise, waive or release any right or claim (or series of formation or governance of Acquiror or any of its Subsidiaries related rights and claims) involving more than twenty thousand dollars (except as otherwise contemplated by this Agreement$20,000); (cx) payment commence, compromise or increase by Acquiror or settle any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employeeProceeding; (dxi) adoption, material amendment make any change in connection with its accounts payable (except for any amendment necessary to comply with any Legal Requirementincluding commissions) or termination ofaccounts receivable terms, systems, policies or increase in the payments procedures including, without limitation: (i) taking (or omitting to or benefits under, take) any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance action that had, has or would reasonably be expected to havehave the effect of accelerating revenues or accelerating cash receipts to pre-Closing periods that would otherwise be expected to take place or be incurred in post-Closing periods, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection delaying or postponing the payment of any accounts payable (including commissions) inconsistent with repurchase or reverse repurchase agreements; the Company's historical practices or (iii) otherwise incurred in accelerating the Ordinary Course collection of Businessor discounting any accounts receivable; (ixii) incurrence declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or other combination thereof) in respect of any obligation or liability (fixed or contingent) other than in shares of the Ordinary Course of BusinessCompany; (jxiii) cancellation fail to keep in full force and effect the insurance policies set forth on Section 2.13 of the Disclosure Schedule; (xiv) make any change in its accounting methods; (xv) enter into any assignment, license, indemnification or other agreement with respect to any Intellectual Property, except with respect to sales or licenses of Company Products in the ordinary course of business; (xvi) cease from making all proper accruals for Taxes, deferred commissions, vacation and other customary accruals of the Company, in each case in accordance with GAAP and applicable Legal Requirements; (xvii) make or change any Tax election, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Company, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any claims Tax claim or rights with a value assessment relating to Acquiror or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Business; (k) any investment inCompany, or purchase oftake any other similar action relating to the filing of any Tax Return or the payment of any Tax, a depreciable if such election, adoption, change, amendment, agreement, settlement, surrender, consent or amortizable capital asset exceeding $500,000, other action would have the effect of increasing the Tax liability of the Company for any period ending after the Closing Date or aggregate investments decreasing any Tax attribute of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for Company existing on the borrowing or loaning of monies, other than in the Ordinary Course of Business; (m) material change in the accounting methods used by Acquiror or any of its SubsidiariesClosing Date; or (nxviii) authorize or enter into any agreement, understanding or commitment, whether oral or written, by Acquiror or any of its Subsidiaries to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.16, since December 31, 1996, each Since the date of Acquiror and its Subsidiaries has conducted its business only in the Ordinary Course of Business and with respect to each Audited Balance Sheet there has not been anybeen, and prior to the Closing there will not be: (ai) any transaction entered into by the Company other than in the ordinary course of business or as contemplated by this Agreement or any loss or damage to any of the manufacturing facilities of the Company due to fire or other casualty, whether or not insured, amounting to more than $50,000 in aggregate replacement value; any event that materially and adversely affects the ability of the Company to operate its business as a whole in a manner consistent with the way in which such business has been conducted prior to December 27, 1996 or any change in the authorized financial position, assets, liabilities, results of operations or issued capital stock (except as otherwise contemplated by this Agreement); grant business of any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except the Company other than changes in the Ordinary Course ordinary course of Business business which in the aggregate have not been materially adverse; (ii) any declaration, payment or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries of any shares of any such capital stock; or declaration or payment setting aside of any dividend or other distribution to or payment in respect for the holder of shares of the any capital stock of Acquiror the Company; (iii) any lawsuit, proceeding or governmental investigation which is likely to have a material adverse effect on the business of the Company; (iv) any event or condition of any character which had or is reasonably likely to have a material adverse effect on the financial position, assets, liabilities, results of operations or business of the Company that has not been disclosed in the Company Disclosure Letter; (v) any increase or decrease in the rates of compensation payable or to become payable by the Company to any director, officer, employee, agent or consultant, or any bonus, percentage compensation, service award or other benefit, granted, made or accrued to or to the credit of its Subsidiaries (any such person, or any welfare, pension, retirement or similar payment or arrangement made or agreed to by the Company other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders salary adjustments for non-officer employees in accordance with past practice); (bvi) amendment any modification or rescission of, or waiver by the Company of rights under, any existing contract which has had or is reasonably likely to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of have a material adverse effect on its Subsidiaries (except as otherwise contemplated by this Agreement)business; (cvii) payment any discharge or increase satisfaction by Acquiror or any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employee; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition Company of any lien or other encumbrance on any material asset or property of Acquiror encumbrance, or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (i) incurrence of any obligation or liability (fixed absolute or contingent) other than current liabilities shown on the Audited Balance Sheet and current liabilities incurred since the date of the Audited Balance Sheet in the Ordinary Course ordinary course of Business; (j) cancellation or waiver of any claims or rights with a value to Acquiror or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Business; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of monies, other than in the Ordinary Course of Business; (m) material change in the accounting methods used by Acquiror or any of its Subsidiariesbusiness; or (nviii) agreementany mortgage, whether oral pledge, imposition of any security interest, claim, encumbrance or written, by Acquiror or any of its Subsidiaries to do other restriction on any of the foregoingassets, tangible or intangible, of the Company.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.16, since December Since May 31, 19961999, each of Acquiror and its Subsidiaries has conducted its business only in the Ordinary Course of Business and with respect to each there has not been anybeen: (a) Any change (or any development or combination of developments of which, to the Company's Knowledge, is reasonably likely to result in such a change) in Company's Business Condition, other than changes in the authorized or issued capital stock (except as otherwise contemplated by this Agreement); grant ordinary course of any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except business which in the Ordinary Course aggregate have not been and will not have a material adverse effect on Company's Business Condition; or, without limiting the foregoing, any disposition, loss of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or damage to any of its Subsidiaries the properties of any shares of any such capital stock; Company, whether or declaration not insured, amounting to more than $25,000 in the aggregate; (b) Any declaration, payment, or payment setting aside of any dividend or other distribution (including tax distributions) to or payment in respect of shares of the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by for any of the Subsidiaries solely shareholders of Company of any Company Shares or cash or payment obligations or any payment of fees or costs to Acquiror any Affiliate of an officer, director or dividends shareholder of the Company, including management fees, administrative fees, royalties or license fees other than management fees, rental payments and tax distributions paid by Acquiror to its stockholders Liberty Tool and Engineering Corporation ("Liberty"), payment of life insurance premiums on the life of a shareholder of Liberty and transactions between the Company and Spearhead Development Technology, Inc. ("SDI"), Spearhead Trading, Inc. ("Trading"), Frimo, Inc. ("Frimo") and Empowered Production Services, Inc. ("EPS"), as a supplier and customer, all of which fees, rental payments and distributions have been made in accordance the ordinary course of business, consistent with past practice); (b) amendment to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement); (c) payment Any termination, modification, or increase rescission of, or waiver by Acquiror Company of rights under, any existing contract having or any of the Subsidiaries of any bonuses, salaries or likely to have a material adverse effect on Company's Business Condition other compensation to any shareholder, director, officer or employee (except for periodic payments or increases than in the Ordinary Course ordinary course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employeebusiness; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) Capital expenditure or termination of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below)transaction by Company exceeding $30,000; (e) damage to Entering into or destruction or loss assumption of any asset material contract or property obligation by Company, except in the ordinary course of Acquiror or any business (none of its Subsidiaries not covered by insurance that had, or which would reasonably be expected to have, have a Material Adverse Effect material adverse effect on Acquirorthe Company's Business Condition); (f) entry into, termination or extension of, or receipt Revaluation by Company of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000assets or change in accounting methods or practices; (g) material change in any existing material lease Granting of real or personal propertystock options, restricted stock awards, stock bonuses, stock appreciation rights and similar equity based awards relating to the capital stock of the Company; (h) sale Except for normal yearly adjustments, none of which exceed five percent (other than any sale 5%) per year, increase in the Ordinary Course of Business), lease salary or other disposition of any material asset compensation payable or property of Acquiror or to become payable by Company to any of its Subsidiaries officers, directors or mortgageemployees, pledge or imposition the declaration, payment or commitment or obligation of any lien kind for the payment of a bonus or other encumbrance on additional salary or compensation to any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Businesssuch individual; (i) incurrence Labor dispute or other event or condition with respect to the officers or employees of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business;Company; or (j) cancellation or waiver Any mortgage, pledge, imposition of any claims or rights with a value to Acquiror or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Business; (k) any investment insecurity interest, claim, encumbrance, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of monies, other than in the Ordinary Course of Business; (m) material change in the accounting methods used by Acquiror or any of its Subsidiaries; or (n) agreement, whether oral or written, by Acquiror or any of its Subsidiaries to do restriction on any of the foregoingassets, tangible or intangible, of Company having or likely to have a material adverse effect on Company's Business Condition.

Absence of Certain Changes and Events. Except as set forth in otherwise disclosed on Schedule 5.162.08, since December 31, 1996, each of Acquiror and its Subsidiaries has conducted its business only in the Ordinary Course of Business and with respect to each there has not been anyFinancial Statement Date: (a) change Seller has not incurred any material obligation or liability with respect to the Business except for normal trade obligations incurred in the authorized or issued capital stock (except as otherwise contemplated by this Agreement); grant ordinary course of any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice)business; (b) amendment no casualty, loss or damage has occurred with respect to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated the Assets, whether or not the same is covered by this Agreement)insurance; (c) payment or increase by Acquiror or any of the Subsidiaries of any bonusesSeller has not sold, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business transferred or otherwise in accordance with past compensation practices) or entry by Acquiror or disposed of any of its Subsidiaries into properties or assets related to the Business or any employment, severance or similar Contract with any director, officer or employee; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination ofinterest therein, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (i) incurrence of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (j) cancellation or waiver of any claims or rights with a value to Acquiror or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Business; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of monies, other than in the Ordinary Course of Business; (m) material change in the accounting methods used by Acquiror or any of its Subsidiaries; or (n) agreement, whether oral or written, by Acquiror or any of its Subsidiaries agreed to do any of the foregoing, except pursuant to sales of services in the ordinary course of business; (d) Seller has not written off as uncollectible any of the Receivables, or written down the value of any of the Assets, except in each case in the ordinary course of business and at a rate no greater than during the 12-month period ending on the Financial Statement Date; (e) Seller has not waived or released any of its rights with respect to the Business or the Assets or permitted any of such rights to lapse; (f) no executive officer or other key employee of Seller has left his or her employment with Seller; (g) since November 14, 2002, Seller has not granted, and is not committed to grant, any salary or wage increases to any of its employees employed in connection with the Business; (h) Seller has not made, or committed to make, any capital expenditures in excess of $750.00 in the aggregate; (i) there has been no payment, discharge or other satisfaction of any liabilities of Seller, whether direct or indirect, fixed or contingent or otherwise, other than the satisfaction, in the ordinary course of business, of liabilities reflected on the Current Financial Statements or incurred in the ordinary course of business since the Financial Statement Date; (j) Seller has not introduced any material change with respect to the Business, including without limitation with respect to the products or services it sells, the areas in which such products or services are sold, its methods of providing its services, products, marketing techniques or its accounting methods; and (k) no Material Adverse Change, and no event which is reasonably likely to result in a Material Adverse Change, has occurred.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.16(a) Since the Reference Balance Sheet Date, since December 31, 1996, each of Acquiror and its Subsidiaries has conducted its business only in the Ordinary Course of Business and with respect to each there has not been any:any Material Adverse Effect. (ab) change Since the Reference Balance Sheet Date, (i) the Company has conducted the Business in the authorized ordinary course of business and paid or issued capital stock (except as otherwise contemplated by this Agreement); grant of any stock option or right to purchase shares of capital stock of Acquiror or satisfied its Subsidiaries (except obligations and liabilities in the Ordinary Course ordinary course of Business or otherwise business; and (ii) the Company has used commercially reasonable efforts to (A) preserve intact the current business organization of the Company; (B) maintain, keep and preserve its assets and properties in good condition and repair in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries of any shares of any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares C) keep available the services of the capital stock of Acquiror Company’s officers, employees, and agents; (D) maintain the Company’s relations and goodwill with landlords, suppliers, customers, creditors, employees, agents and others having business relationships with the Company; and (E) maintain its books and records consistent with practices and applicable Legal Requirements. (c) Since the Reference Balance Sheet Date, the Company has not taken (or any of its Subsidiaries (other than dividends paid by omitted to take) any of the Subsidiaries solely following actions, directly or indirectly: (i) (A) amend the Company’s memorandum and articles of association; (B) issue, sell, repurchase, redeem or acquire any Company Shares, or grant or enter into any rights, warrants, options, agreements or commitments with respect to Acquiror the issuance of such shares or dividends paid such equity interests other than issuance of Options to service providers of the Company or issuance of Common Shares upon the exercise of outstanding Options or Warrants; or (C) split, combine, subdivide or reclassify any Company Shares; (ii) grant any increase in the base compensation of, or pay or grant any severance or termination pay or benefits, any employee of the Company or hire any employee; (iii) adopt, amend or increase the payments or benefits under any Employee Benefit Plan other than as required by Acquiror any applicable Legal Requirement; (iv) enter into, amend, terminate, renew or assign (A) any employment or consulting contract; (B) any real property or personal property lease; or (C) any other Material Company Contract (except to its stockholders in accordance with past practicethe extent set forth on Section 2.14(a) of the Disclosure Schedule); (bv) amendment acquire assets outside of the ordinary course of business or in excess of fifteen thousand dollars ($15,000), individually, or thirty thousand dollars ($30,000), in the aggregate, in any transaction, including, without limitation, acquire any business, whether by merger, consolidation, the purchase of a substantial portion of the assets or equity interests of such business or otherwise, (vi) sell, lease or otherwise dispose of, or permit any Encumbrance upon, any assets or properties of the Company other than sales or licenses of Company Products to customers in the ordinary course of business and Permitted Encumbrances; (vii) fail to spend funds for any budgeted capital expenditures, or make any capital expenditures outside the scope of the budget of the Company delivered to Parent prior to the certificate date hereof; (viii) incur, assume or articles of incorporation guaranty any Indebtedness or chartercapitalized lease obligations or make any loans, bylaws advances or capital contributions to, or investments in, any other document Person; (ix) cancel, compromise, waive or release any right or claim (or series of formation or governance of Acquiror or any of its Subsidiaries related rights and claims) involving more than twenty thousand dollars (except as otherwise contemplated by this Agreement$20,000); (cx) payment commence, compromise or increase by Acquiror or settle any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employeeProceeding; (dxi) adoption, material amendment make any change in connection with its accounts payable (except for any amendment necessary to comply with any Legal Requirementincluding commissions) or termination ofaccounts receivable terms, systems, policies or increase in the payments procedures including, without limitation: (i) taking (or omitting to or benefits under, take) any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance action that had, has or would reasonably be expected to havehave the effect of accelerating revenues or accelerating cash receipts to pre-Closing periods that would otherwise be expected to take place or be incurred in post-Closing periods, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection delaying or postponing the payment of any accounts payable (including commissions) inconsistent with repurchase or reverse repurchase agreements; the Company’s historical practices or (iii) otherwise incurred in accelerating the Ordinary Course collection of Businessor discounting any accounts receivable; (ixii) incurrence declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or other combination thereof) in respect of any obligation or liability (fixed or contingent) other than in shares of the Ordinary Course of BusinessCompany; (jxiii) cancellation fail to keep in full force and effect the insurance policies set forth on Section 2.13 of the Disclosure Schedule; (xiv) make any change in its accounting methods; (xv) enter into any assignment, license, indemnification or other agreement with respect to any Intellectual Property, except with respect to sales or licenses of Company Products in the ordinary course of business; (xvi) cease from making all proper accruals for Taxes, deferred commissions, vacation and other customary accruals of the Company, in each case in accordance with GAAP and applicable Legal Requirements; (xvii) make or change any Tax election, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Company, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any claims Tax claim or rights with a value assessment relating to Acquiror or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Business; (k) any investment inCompany, or purchase oftake any other similar action relating to the filing of any Tax Return or the payment of any Tax, a depreciable if such election, adoption, change, amendment, agreement, settlement, surrender, consent or amortizable capital asset exceeding $500,000, other action would have the effect of increasing the Tax liability of the Company for any period ending after the Closing Date or aggregate investments decreasing any Tax attribute of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for Company existing on the borrowing or loaning of monies, other than in the Ordinary Course of Business; (m) material change in the accounting methods used by Acquiror or any of its SubsidiariesClosing Date; or (nxviii) authorize or enter into any agreement, understanding or commitment, whether oral or written, by Acquiror or any of its Subsidiaries to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth otherwise disclosed on Schedule 4.11 or in Schedule 5.16the UBICS Financial Statements, since December 31, 1996, each of Acquiror and its Subsidiaries has conducted its business only in the Ordinary Course of Business and with respect to each there has not been anyUBICS Financial Statement Date: (a) change none of the UBICS Companies has incurred any material obligation or liability except for normal obligations incurred in the authorized or issued capital stock (except as otherwise contemplated by this Agreement); grant ordinary course of any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice)business; (b) amendment no casualty, loss or damage has occurred with respect to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (the assets of the UBICS Companies, whether or not the same is covered by insurance, except as otherwise contemplated by this Agreement)for those casualties, losses or damages which would not, individually or in the aggregate, be reasonably expected to exceed $50,000; (c) payment or increase by Acquiror or any none of the Subsidiaries of any bonusesUBICS Companies has sold, salaries or other compensation to any shareholdertransferred, directorpledged, officer or employee (except for periodic payments or increases in the Ordinary Course of Business encumbered or otherwise in accordance with past compensation practices) or entry by Acquiror or disposed of any of its Subsidiaries into assets or any employment, severance or similar Contract with any director, officer or employee; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination ofinterest therein, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (i) incurrence of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (j) cancellation or waiver of any claims or rights with a value to Acquiror or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Business; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of monies, other than in the Ordinary Course of Business; (m) material change in the accounting methods used by Acquiror or any of its Subsidiaries; or (n) agreement, whether oral or written, by Acquiror or any of its Subsidiaries agreed to do any of the foregoing, except for sales of assets for aggregate proceeds not in excess of $25,000; (d) none of the UBICS Companies has written off as uncollectible any of its accounts receivable, or written down the value of any of its assets, except in each case in the ordinary course of business consistent with past practice; (e) none of the UBICS Companies has waived or released any of its rights with respect to its business or assets or permitted any of such rights to lapse except to the extent that such actions are in the ordinary course of business or, in the exercise of UBICS' reasonable business judgment, are otherwise in the best interests of the UBICS Companies; (f) no executive officer or other key employee of any of the UBICS Companies has left his or her employment with the UBICS Companies; (g) none of the UBICS Companies has granted, and is not committed to grant, any salary or wage increases to any of its employees, except for individual salary or wage increases which will not exceed $15,000 in the twelve month period commencing on the date hereof; (h) none of the UBICS Companies has made, or committed to make, any capital expenditures in excess of $50,000 in the aggregate; (i) there has been no payment, discharge or other satisfaction of any liabilities of any of the UBICS Companies, whether direct or indirect, fixed or contingent or otherwise, other than the satisfaction, in the ordinary course of business, of liabilities reflected on the UBICS Financial Statements or incurred in the ordinary course of business since the UBICS Financial Statement Date; (j) none of the UBICS Companies has introduced any material change with respect to its business, including without limitation with respect to the products or services it sells, the areas in which such products or services are sold, its marketing techniques or its accounting methods; (k) none of the UBICS Companies have taken any actions which, if taken after the date hereof, would violate Section 5.01(b) hereof; and (l) no UBICS Material Adverse Change, and no event which is likely to result in a UBICS Material Adverse Change, has occurred.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.162.22, since December 31January 3, 19961998, each of Acquiror and its Subsidiaries has the Purchased Businesses taken as a whole have been conducted its business only in the Ordinary Course of Business ordinary course, and with respect to each there has not been anythe Purchased Businesses have not: (a) suffered any event or change, which individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect; (b) made any declaration, setting aside or payment of any dividend (other than cash dividends) or other distribution of assets (whether in cash, stock or property) with respect to its capital stock, or issued or sold any of its capital stock, or made any change in the authorized its issued and outstanding capital stock, or issued capital stock (except as otherwise contemplated by this Agreement); grant of any stock warrant, option or other right to purchase shares of its capital stock of Acquiror stock, or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such its capital stock or evidences of indebtedness redeemed, purchased or otherwise acquired (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement directly or other acquisition by Acquiror or any of its Subsidiaries of indirectly) any shares of any such its capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice); (b) amendment to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement); (c) payment or increase by Acquiror acquired any material business or any of the Subsidiaries of material interest in any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employeematerial business; (d) adoption, suffered any material amendment (except for any amendment necessary to comply adverse change in its relationships with any Legal Requirement) material suppliers or termination of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below)material customers; (e) damage except as required by law and except in the ordinary course of business consistent with past practice, (i) increased (or announced any increase of) the compensation payable or to become payable to any employee or destruction increased any bonus, insurance, pension or loss of other employee benefit plan, payment or arrangement for such employees, (ii) entered into or amended any asset employment, consulting, severance or property of Acquiror similar agreement or any of its Subsidiaries not covered by insurance that had(iii) hired, committed to hire, or would reasonably be expected to have, a Material Adverse Effect on Acquirorterminated any employee whose annual compensation exceeds U.S.$150,000; (f) entry intoexcept after the date of this Agreement in the ordinary course of business consistent with past practice, termination incurred, assumed or extension ofguaranteed any obligation or liability for borrowed money in excess of U.S. $1,000,000, or receipt exchanged, refunded or renewed any outstanding indebtedness in excess of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least U.S. $2,000,0001,000,000; (g) material change except in the ordinary course of business consistent with past practice, paid, discharged or satisfied any existing material lease claim, liability or obligation involving amounts in excess of real or personal propertyU.S. $1,000,000 in the aggregate; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or permitted any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required assets to be granted in connection with the acceptance by subjected to any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of BusinessSecurity Interest; (i) incurrence of intentionally waived any obligation material claims or liability (fixed or contingent) other than in the Ordinary Course of Businessrights; (j) cancellation sold, transferred or waiver otherwise disposed of any claims or rights with a value to Acquiror or any of its Subsidiaries in excess of $500,000 other than material assets, except in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (k) any investment in, made capital expenditures or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments individually in excess of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business)U.S.$1,000,000; (l) transaction made any change in any method of accounting, or any practice or principle of accounting, except for any changes after the borrowing date of this Agreement which are required by UK GAAP; (m) paid, loaned or loaning advanced any amount or asset to or sold, transferred or leased any asset to any employee except for normal compensation involving salary and benefits in the ordinary course of moniesbusiness consistent with past practice; (n) written down the value of any inventory in excess of U.S. $3,000,000 in the aggregate on an annual basis, or written off as uncollectible or forgiven any notes or accounts receivable or other debt or increased its allowance for doubtful accounts by a total of more than U.S. $4,000,000 in the aggregate on an annual basis; (o) amended the charter, bylaws or other governing documents of the Purchased Company or the Subsidiaries; (p) materially amended or terminated any material Contract, including any bottling or distribution agreement or any Employee Benefit Plan, except in the ordinary course of business, or materially amended or entered into any new collective bargaining agreement except in the ordinary course of business; (q) entered into any material commitment or transaction, other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; (mr) knowingly done any act, omitted to do any act, or permitted any act within its control which would cause a material change breach of any representation, warranty, covenant, agreement or obligation contained in the accounting methods used by Acquiror or any of its Subsidiariesthis Agreement; or (ns) agreementagreed in writing, whether oral or writtenotherwise, by Acquiror or to take any of its Subsidiaries to do any of the foregoingaction described in this Section 2.22.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.16Since the Financial Statement Date, since December 31, 1996, each of Acquiror and its Subsidiaries the Company has conducted its business only in the Ordinary Course of Business and with respect to each there has not been anynot: (a) change in the authorized or issued capital stock (except as otherwise contemplated by this Agreement); grant of suffered any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice)Material Adverse Change; (b) amendment to the certificate suffered any damage, destruction or articles loss, whether or not covered by insurance, in an amount in excess of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement)$50,000; (c) payment granted or agreed to make any increase by Acquiror or any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business compensation payable or otherwise in accordance with past compensation practices) or entry to become payable by Acquiror or the Company to any of its Subsidiaries into any employmentofficers or employees, severance or similar Contract with any director, officer or employeeexcept for normal raises for nonexecutive personnel made in the ordinary course of business that are usual and normal in amount; (d) adoptiondeclared, material amendment (except for set aside or paid any amendment necessary distribution on or in respect of the Units of the Company or declared or agreed to comply with any Legal Requirement) direct or termination ofindirect redemption, retirement, purchase or increase in other acquisition by the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below)Company of such Units; (e) damage to or destruction or loss issued any Units of any asset or property of Acquiror the Company or any warrants, rights, options or entered into any commitment relating to the Units of its Subsidiaries not covered the Company, except as authorized by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquirorthe Operating Agreement; (f) entry intomade any change in the accounting methods or practices it follows, termination whether for general financial or extension of, or receipt of notice of termination of any joint venture or similar agreementtax purposes, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries change in the Ordinary Course of Business) depreciation or transaction involving a total remaining commitment by amortization policies or to Acquiror or any of its Subsidiaries of at least $2,000,000rates adopted therein; (g) material change sold, leased, abandoned or otherwise disposed of any real property or any machinery, equipment or other operating property other than in any existing material lease the ordinary course of real or personal propertyits business; (h) sale sold, assigned, transferred, licensed or otherwise disposed of any patent, trademark, trade name, brand name, copyright (or pending application for any patent, trademark or copyright), invention, work of authorship, process, know-how, formula or trade secret or interest thereunder or other than any sale intangible asset except in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any ordinary course of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Businessbusiness; (i) incurrence of been involved in any obligation or liability (fixed or contingent) other than dispute involving any employee which may result in the Ordinary Course of Businessa Material Adverse Change; (j) cancellation engaged in any activity representing a material change from the business of the Company conducted prior to such date or waiver of entered into any claims material commitment or rights with a value to Acquiror transaction (including without limitation any borrowing or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Businesscapital expenditure); (k) incurred any investment inmaterial liabilities, contingent or purchase ofotherwise, a depreciable either matured or amortizable capital asset exceeding $500,000unmatured (whether or not required to be reflected in financial statements in accordance with GAAP, and whether due or aggregate investments of a capital nature exceeding $1,000,000 (other than to become due), except for accounts payable or accrued salaries that have been incurred by the Company since the Financial Statement Date, in the Ordinary Course ordinary course of Business)its business and consistent with the Company’s past practices; (l1) transaction for the borrowing permitted or loaning allowed any of moniesits material property or assets to be subjected to any mortgage, deed of trust, pledge, lien, security interest or other encumbrance of any kind, except those permitted under Section 3.9 hereof, other than any purchase money security interests incurred in the Ordinary Course ordinary course of Businessits business; (m) material change except as set forth in Section 3.8(m) of the Company Disclosure Schedule, made any capital expenditure or commitment for additions to property, plant or equipment individually in excess of $50,000, or in the accounting methods used by Acquiror aggregate, in excess of $100,000; (n) paid, loaned or advanced any amount to, or sold, transferred or leased any properties or assets to, or entered into any agreement or arrangement with any of its Subsidiariesaffiliates within the meaning of the rules and regulations promulgated under the Securities Act of 1933 (“Affiliates”), officers, board of managers or members or, to the Company’s knowledge, any Affiliate or associate of any of the foregoing; (o) made any amendment to or terminated any agreement that, if not so amended or terminated, would be material to the business, assets, liabilities, operations or financial performance of the Company; (p) entered into any agreement in contemplation of the transactions specified herein other than this Agreement and the Related Agreements; or (nq) agreement, whether oral agreed to take any action described in this Section 3.8 or written, by Acquiror or any outside of the ordinary course of its Subsidiaries to do business or which would constitute a breach of any of the foregoingrepresentations or warranties contained in this Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.16Since the date of the Audited Company Balance Sheet, since December 31, 1996, each of Acquiror and its Subsidiaries the Company has conducted its business only in the Ordinary Course of Business and ordinary course consistent with respect to each past practice and, since such date, there has not been anyoccurred: (a) change in any event, damage, destruction or loss, whether covered by insurance or not, which has had or reasonably is expected to have a Material Adverse Effect on the authorized or issued capital stock (except as otherwise contemplated by this Agreement); grant of any stock option or right to purchase shares of capital stock of Acquiror Company or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice)assets; (b) amendment any entry by the Company into a commitment or transaction material to the certificate or articles Company, which is not in the ordinary course of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement)business consistent with past practice; (c) payment any change by the Company in accounting principles, methods or increase practices, except insofar as may have been required by Acquiror or any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases a change in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employeeGAAP; (d) adoptionany declaration, material amendment (except payment or setting aside for payment of any amendment necessary dividends or distributions in respect to comply with any Legal Requirement) or termination ofshares of Company Common Stock, or increase in the payments to any redemption, purchase or benefits under, other acquisition of any Acquiror Employee Benefit Plan (as defined below)shares of Company Common Stock; (e) damage to or destruction or loss any cancellation of any asset debts or property waiver or release of Acquiror any right or any claim of its Subsidiaries the Company individually or in the aggregate material to the Company, whether or not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquirorin the ordinary course of business; (f) entry into, termination or extension of, or receipt any revaluations by the Company of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000assets or liabilities, including without limitation, writing-off notes or accounts receivable; (g) any material change increase in the rate or terms of compensation payable or to become payable by the Company to any of its personnel or consultants; any bonus, incentive compensation, service award or other benefit granted, made or accrued, contingently or otherwise, for or to the credit of any Company personnel; employee welfare, pension, retirement, profit-sharing or similar payment or arrangement made or agreed to by the Company for any Company personnel except for contributions in accordance with prior practice made to, and payments made to employees under, plans and arrangements existing material lease on the date of real or personal propertythe Audited Company Balance Sheet; (h) sale (any adoption of a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or other reorganization of the Company, other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Businesstransactions contemplated hereby; (i) incurrence any purchase, acquisition or sale by the Company of any obligation or liability (fixed or contingent) assets, other than in the Ordinary Course ordinary course of Businessbusiness; (j) any amendment, cancellation or waiver termination of any claims Material Contract, including, without limitation, license or rights with sublicense, or other instrument to which the Company is a value party or to Acquiror which the Company or any of its Subsidiaries in excess the assets of $500,000 other than in the Ordinary Course of BusinessCompany is bound; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments failure to pay when due any material obligation of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business)Company; (l) transaction any failure to operate the business of the Company in the ordinary course with an effort to preserve the business intact, to keep available to the Company the services of its personnel, and to preserve for the borrowing or loaning Company the goodwill of monies, other than in its customers and others having business relations with the Ordinary Course of BusinessCompany except for such failures that would not have a Material Adverse Effect on the Company; (m) material change any commitment to borrow money entered into by the Company, or any loans made or agreed to be made by the Company, involving more than $100,000 individually or $500,000 in the accounting methods used aggregate (other than credit provided by Acquiror suppliers or manufacturers in the ordinary course of the Company's business consistent with past practices); (n) any liabilities incurred by the Company involving $10,000 or more individually and $25,000 or more in the aggregate, other than liabilities incurred in the ordinary course of business consistent with past practices; (o) any payment, discharge or satisfaction of any material liabilities of the Company or any material capital expenditure of its Subsidiariesthe Company, other than (i) the payment, discharge or satisfaction in the ordinary course of business consistent with prior practice of liabilities reflected or reserved against in the Audited Financial Statements or incurred in the ordinary course of business consistent with prior practice since the date of the Audited Company Balance Sheet, and (ii) any capital expenditures involving $10,000 or less individually and $25,000 or less in the aggregate; (p) any amendment of the Company's Articles of Incorporation or Company Bylaws; or (nq) agreement, whether oral or written, any agreement by Acquiror or any of its Subsidiaries the Company to do any of the foregoingthings described in the preceding clauses (a) through (p) of this Section 4.12, other than as expressly contemplated or provided for in this Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.162.1(i) hereto, to the best of the Knowledge and belief of the Company and the Company Shareholders, since December 31, 1996, each the date of Acquiror and its Subsidiaries has conducted its business only in the Ordinary Course of Business and with respect to each Unaudited Annual Financial Statements there has not been anybeen: (ai) Any material adverse change in the authorized financial condition, results of operation, assets, liabilities or issued capital stock (except as otherwise contemplated by this Agreement); grant prospects of any stock option the Company or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchaseBusiness, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries of any shares of occurrence, circumstance, or combination thereof which reasonably could be expected to result in any such capital stock; or declaration or payment of any dividend or other distribution or payment in respect of shares of the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice)material adverse change; (bii) amendment Any transaction relating to or involving the certificate or articles of incorporation or charterCompany, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement); (c) payment or increase by Acquiror or any the Business, the assets of the Subsidiaries of any bonuses, salaries Company or other compensation to any shareholder, director, officer the Company Shareholders which was entered into or employee (except for periodic payments carried out by the Company or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employee; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (Company Shareholders other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred fair consideration in the Ordinary Course of Business; (iiii) Any change by the Company in its accounting or tax practices or procedures; (iv) Any incurrence of any obligation or liability (fixed or contingent) liability, other than liabilities incurred in the Ordinary Course of Business consistent with past practices; (v) Any sale, lease, or disposition of, or any agreement to sell, lease, or dispose of any of its properties (whether leased or owned), or the assets of the Company, other than sales, leases, or dispositions of goods, materials, or equipment in the Ordinary Course of Business or as contemplated by this Agreement; (vi) Any event permitting any of the assets or the properties of the Company (whether leased or owned) to be subjected to any pledge, encumbrance, security interest, lien, charge, or claim of any kind whatsoever (direct or indirect) (collectively, "Liens"); (vii) Any increase in compensation or any adoption of, or increase in, any bonus, incentive compensation, pension, profit sharing, retirement, insurance, medical reimbursement or other employee benefit plan, payment or arrangement to, for, or with any employee of the Company, other than certain bonuses paid to the Company Shareholders and disclosed in writing to the Acquisition Sub and Purchaser; (viii) Any payment or distribution of any bonus to, or cancellation of indebtedness owing from, or incurring of any liability relating to any employees, consultants, directors, officers, or agents, or any persons related thereto, other than certain bonuses paid to the Company Shareholders; (ix) Any notice (written or unwritten) from any employee of the Company that such employee has terminated, or intends to terminate, such employee's employment with the Company; (x) Any adverse relationship or condition with Suppliers (as defined in Section 2.1 (q)(i) hereof), vendors, or Customers (as defined in Section 2.1(ee) hereof) that may have an adverse effect on the Company, the Business, or the assets of the Company; (xi) Any event, including, without limitation, shortage of materials or supplies, fire, explosion, accident, requisition or taking of property by any governmental agency, flood, drought, earthquake, or other natural event, riot, act of God or a public enemy, or damage, destruction, or other casualty, whether covered by insurance or not, which has had an adverse effect on the Company, the properties (whether leased or owned), the Business, or the assets of the Company or any such event which could be expected to have an adverse effect on the Company, the properties (whether leased or owned), the Business, or the assets of the Company; (xii) Any modification, waiver, change, amendment, release, rescission, accord and satisfaction, or termination of, or with respect to, any term, condition, or provision of any contract, agreement, license, or other instrument to which the Company or a Company Shareholder is a party and relating to or affecting the Business or the assets of the Company other than any satisfaction by performance in accordance with the terms thereof in the Ordinary Course of Business; (jxiii) cancellation Any discharge or waiver satisfaction of any claims Lien or rights with a value to Acquiror or payment of any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Business; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of moniesliabilities, other than in the Ordinary Course of Business; (mxiv) Any waiver of any rights of substantial value by the Company, other than waivers having no material change adverse effect on the Company; (xv) Any issuance of equity securities of the Company or any issuance of warrants, calls, options or other rights calling for the issuance, sale, or delivery of the Company's equity securities; (xvi) Any declaration of any dividend or any distribution of any shares of its capital stock, or redemption, purchase, or other acquisition of any shares of its capital stock or any grant of an option, warrant, or other right to purchase or acquire any such shares; (xvii) Any amendment, or agreement to amend, the Company's Articles of Incorporation or Bylaws, or any merger or consolidation with, or any agreement to merge or consolidate with, any other corporation, partnership, limited liability company or any other entity; (xviii) Any reduction, or agreement to reduce, the cash or short-term investments of the Company, other than to meet cash needs arising in the accounting methods used Ordinary Course of Business; (xix) Any work interruptions, labor grievances or claims filed, proposed law or regulation or any event of any character, materially adversely affecting the Business or future prospects of the Company; (xx) Any revaluation by Acquiror or the Company of any of its Subsidiariesassets; (xxi) Any loan by the Company to any person or entity, or any guaranty by the Company of any loan; or (nxxii) agreement, whether oral or written, by Acquiror or any of its Subsidiaries to do any To the best Knowledge of the foregoingCompany and the Company Shareholders, any other event or condition of any character which materially adversely affects, or reasonably may be expected to so affect, the assets of the Company, the Business, or the properties (whether leased or owned) of the Company.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.164.28 and Schedule 6.2, since December 31September 30, 1996, each 2005 none of Acquiror and its Subsidiaries has conducted its business only in the Ordinary Course of Business and with respect to each there has not been anyPurchased Companies has: (a) change in the authorized or issued capital stock (except as otherwise contemplated by this Agreement); grant of any stock option or right to purchase shares of capital stock of Acquiror or amended its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice)Organizational Documents; (b) amendment paid or increased any bonuses, salaries, or other compensation to the certificate any stockholder, director, officer, or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement)in the ordinary course of business) employee or entered into any employment, severance, or similar contract with any director, officer, or employee; (c) payment except in the ordinary course of business, adopted, amended, modified or increase by Acquiror terminated any bonus, profit-sharing, incentive, severance or other plan, contract or commitment for the benefit of any of the Subsidiaries directors, officers and employees of the Purchased Companies, or taken any bonuses, salaries or other compensation such action with respect to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employeeother Employee Benefit Plan; (d) adoptioncancelled, material amendment (except for any amendment necessary to comply with any Legal Requirement) compromised, waived or termination of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (i) incurrence of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (j) cancellation or waiver of released any claims or rights with a value to Acquiror or any of its Subsidiaries Purchased Company in excess of Two Hundred Thousand Dollars ($500,000 other than in the Ordinary Course of Business; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business200,000); (le) transaction for the borrowing or loaning of monies, other than in the Ordinary Course of Business; (m) material made any change in the accounting methods or principles used by Acquiror any Purchased Company, except for the exclusions and adjustments described above in regard to the Interim Balance Sheet; (f) borrowed or agreed to borrow any funds or issued any note, bond or other debt security, or guaranteed any indebtedness for borrowed money or capitalized lease obligation, except liabilities incurred in the ordinary course of business, none of which would reasonably be expected to result in an impact greater than One Hundred Thousand Dollars ($100,000); (g) merged or consolidated with any other Person; (h) made any loan to, or entered into any other transaction with, any of its Subsidiariesthe directors, officers and employees of the Purchased Companies outside the ordinary course of business; (i) made any other change in employment terms for any of the directors, officers and employees of the Purchased Companies outside the ordinary course of business; or (nj) entered into any agreement, whether oral or written, by Acquiror or any of its Subsidiaries Purchased Company to do any of the foregoing.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.167.1 hereto, since December 31, 1996, each the date of Acquiror and its Subsidiaries has conducted its business only in the Ordinary Course of Business and with respect to each interim financial statements there has not been anybeen: (a) 7.1.20.1 Any material adverse change in the authorized financial condition, results of operation, assets, liabilities or issued capital stock prospects of Harvest and/or Hartan, or any occurrence, circumstance, or combination thereof which reasonably could be expected to result in any such material adverse change; 7.1.20.2 Any transaction relating to or involving Harvest and/or Hartan, or the assets of Harvest and/or Hartan which was entered into or carried out by Harvest and/or Hartan other than for fair consideration in the ordinary course of business; 7.1.20.3 Any change by Harvest and/or Hartan in its accounting or tax practices or procedures; 7.1.20.4 Any incurrence of any liability, other than liabilities incurred in the ordinary course of business consistent with past practices; 7.1.20.5 Any sale, lease, or disposition of, or any agreement to sell, lease, or dispose of any of its properties (except whether leased or owned), or the assets of Harvest and/or Hartan, other than sales, leases, or dispositions of goods, materials, or equipment in the ordinary course of business or as otherwise contemplated by this Agreement); grant of any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by ; 7.1.20.6 Any event permitting any of the Subsidiaries solely assets or the properties of Harvest and/or Hartan (whether leased or owned) to Acquiror be subjected to any pledge, encumbrance, security interest, lien, charge, or dividends paid by Acquiror to its stockholders in accordance with past practiceclaim of any kind whatsoever (direct or indirect) (collectively, " Liens"); (b) amendment to the certificate or articles of incorporation or charter, bylaws 7.1.20.7 Any increase in compensation or any adoption of, or increase in, any bonus, incentive compensation, pension, profit sharing, retirement, insurance, medical reimbursement or other document employee benefit plan, payment or arrangement to, for, or with any employee of formation Harvest and/or Hartan; 7.1.20.8 Any payment or governance distribution of Acquiror any bonus to, or cancellation of indebtedness owing from, or incurring of any liability relating to any employees, consultants, directors, officers, or agents, or any of its Subsidiaries (except as otherwise contemplated by this Agreement)persons related thereto; 7.1.20.9 Any notice (cwritten or unwritten) payment from any employee of Harvest and/or Hartan that such employee has terminated, or increase intends to terminate, such employee's employment with Harvest and/or Hartan; 7.1.20.10 Any adverse relationship or condition with suppliers or vendors that may have an adverse effect on Harvest and/or Hartan; 7.1.20.11 Any event, including, without limitation, shortage of materials or supplies, fire, explosion, accident, requisition or taking of property by Acquiror any governmental agency, flood, drought, earthquake, or other natural event, riot, act of God or a public enemy, or damage, destruction, or other casualty, whether covered by insurance or not, which has had an adverse effect on Harvest and/or Hartan, the properties (whether leased or owned), or any such event which could be expected to have an adverse effect on Harvest and/or Hartan, the properties (whether leased or owned), or the assets of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employeeHarvest and/or Hartan; (d) adoption7.1.20.12 Any modification, material amendment (except for any amendment necessary to comply with any Legal Requirement) waiver, change, amendment, release, rescission, accord and satisfaction, or termination of, or increase in the payments with respect to, any term, condition, or provision of any contract, agreement, license, or other instrument to which Harvest and/or Hartan is a party and relating to or benefits under, any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) material change in any existing material lease of real or personal property; (h) sale (affecting Harvest and/or Hartan other than any sale satisfaction by performance in accordance with the terms thereof in the Ordinary Course ordinary course of Business), lease business; 7.1.20.13 Any discharge or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition satisfaction of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (i) incurrence of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (j) cancellation or waiver of any claims or rights with a value to Acquiror or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Business; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of moniesliabilities, other than in the Ordinary Course ordinary course of Businessbusiness; (m) 7.1.20.14 Any waiver of any rights of substantial value by Harvest and/or Hartan, other than waivers having no material change adverse effect on Harvest and/or Hartan; 7.1.20.15 Any issuance of equity securities of Harvest and/or Hartan or any issuance of warrants, calls, options or other rights calling for the issuance, sale, or delivery of Harvest's and/or Hartan's equity securities; 7.1.20.16 Any declaration of any dividend or any distribution of any shares of its capital stock, or redemption, purchase, or other acquisition of any shares of its capital stock or any grant of an option, warrant, or other right to purchase or acquire any such shares; 7.1.20.17 Any amendment, or agreement to amend, Harvest's and/or Hartan's Articles of Incorporation or Bylaws, or any merger or consolidation with, or any agreement to merge or consolidate with, any other corporation, partnership, limited liability company or any other entity; 7.1.20.18 Any reduction, or agreement to reduce, the cash or short-term investments of Harvest and/or Hartan, other than to meet cash needs arising in the accounting methods used ordinary course of business; 7.1.20.19 Any work interruptions, labor grievances or claims filed, proposed law or regulation or any event of any character, materially adversely affecting future prospects of Harvest and/or Hartan; 7.1.20.20 Any revaluation by Acquiror or Harvest and/or Hartan of any of its Subsidiariesassets; 7.1.20.21 Any loan by Harvest and/or Hartan to any person or entity, or any guaranty by Harvest and/or Hartan of any loan; or 7.1.20.22 Any other event or condition of any character which materially adversely affects, or reasonably may be expected to so affect, the assets of Harvest and/or Hartan or the properties (nwhether leased or owned) agreement, whether oral or written, by Acquiror or any of its Subsidiaries to do any of the foregoingHarvest and/or Hartan.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.16, since December 31, 1996, each of Acquiror and its Subsidiaries has conducted its business only in Since the Ordinary Course of Business and with respect to each there has not been anyFinancial Statement Date: (a) change in the authorized Company has not incurred any material obligation or issued capital stock (except as otherwise contemplated by this Agreement); grant of any stock option or right liability that would be required to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise be set forth on a balance sheet prepared in accordance with past compensation practices); issuance GAAP except for normal trade obligations incurred in the ordinary course of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchase, redemption, retirement or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any of its Subsidiaries (other than dividends paid by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice)business; (b) amendment to the certificate or articles of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or no Lien has been placed on any of its Subsidiaries (except as otherwise contemplated by this Agreement)the assets of the Company which remains in existence on the date hereof or will remain on the Closing Date; (c) payment no uninsured casualty, loss or increase by Acquiror or damage in excess of $250,000 in the aggregate has occurred with respect to any of the Subsidiaries of any bonuses, salaries or other compensation to any shareholder, director, officer or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employeeCompany's assets; (d) adoptionthe Company has not sold, material amendment (transferred or otherwise disposed of any of its properties or assets or any interest therein, or agreed to do any of the foregoing, except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase sales of inventory in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below)ordinary course of business; (e) damage to the Company has not written off as uncollectible any accounts receivable, or destruction or loss written down the value of any asset or property of Acquiror or any of its Subsidiaries assets, except in each case in the ordinary course of business and at a rate not covered greater than during the 12-month period ending on the Financial Statement Date; (f) no executive officer of the Company has left his or her employment with the Company; (g) the Company has not granted, and is not committed to grant, any salary or wage increases to any of its employees other than in the ordinary course of business and consistent with past practice; (h) the Company has not made, or committed to make, any capital expenditures in excess of $250,000 in the aggregate; (i) the Company has not introduced any material change with respect to its business, including with respect to the products or services it sells, the areas in which such products or services are sold, its methods of manufacturing or distributing its products, the levels of inventory that it maintains, its marketing techniques or its accounting methods; (j) there has not been any labor dispute or claim of unfair labor practices involving the Company; any change, other than in the ordinary course of business consistent with past practice, in the compensation (in the form of salaries, wages, incentive arrangements or otherwise) payable or to become payable by the Company to any of its agents or independent contractors, or any payment or arrangement made to or with any of such agents or independent contractors; entering into any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any officer, director or employee of the Company; (k) there has not been any change, and Sellers have not obtained any information concerning a prospective change, with respect to the officers or management of the Company, any grant of any severance or termination pay to any officer or employee of the Company or any increase in benefits payable under any existing severance or termination pay policies or employment agreements; (l) there has not been any material change in the manner of keeping books, accounts or records, accounting methods or practices, standard costs, credit practices or collection or pricing policies used by the Company; (m) the Company has not entered into any other material transaction other than transactions in the ordinary course of business; (n) there has not been any change in the kind and amount of insurance maintained by the Company; (o) the Company has not made any payment on any Indebtedness or capital leases, except regularly scheduled payments pursuant to the terms of such Indebtedness; (p) the Company has not entered into any agreement, whether in writing or otherwise, that would result in any of the transactions or events or require the Company to take any of the actions specified in paragraphs (a) through (o) above; and (q) to Sellers' knowledge, no event has occurred and no condition exists which, individually or in the aggregate, has had, or would reasonably be expected is likely to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (i) incurrence of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (j) cancellation or waiver of any claims or rights with a value to Acquiror or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Business; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of monies, other than in the Ordinary Course of Business; (m) material change in the accounting methods used by Acquiror or any of its Subsidiaries; or (n) agreement, whether oral or written, by Acquiror or any of its Subsidiaries to do any of the foregoingEffect.

Absence of Certain Changes and Events. Except as set forth in Schedule 5.16Section 6.16 of the Disclosure Schedule, since December 31the date of the Interim Balance Sheet, 1996or, each with respect to the statement in clause (a), since the date of Acquiror and its Subsidiaries the Balance Sheet, the Company has conducted its business businesses only in the Ordinary Course of Business and with respect to each there has not been any: (a) change in the Company's authorized or issued capital stock (except as otherwise contemplated by this Agreement)stock; grant of any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices)Company; issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits)stock; grant of any registration rights; purchase, redemption, retirement retirement, or other acquisition by Acquiror or any of its Subsidiaries 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 the capital stock of Acquiror or any except that the Company may distribute to its Stockholders as dividends (i) all of its Subsidiaries (other than dividends paid by any cash balances and short-term investments to the extent of the Subsidiaries solely Company's accumulated adjustments account within the meaning of Section 368(e) of the IRC as of December 31, 1996, and (ii) an additional amount sufficient to Acquiror satisfy the federal and State of Wisconsin income tax obligations of a hypothetical Stockholder of the Company with respect to the period from January 1, 1997 through the Effective Time, to the extent of the Company's accumulated adjustments account within the meaning of Section 368(e) of the IRC, assuming such Stockholder was subject to the highest federal and state marginal tax rate for such period, that such distribution constituted the sole income of such Stockholder and that the Stockholder was not entitled to any tax deductions or offsets of any type less (iii) amounts adequate to pay the amounts recorded as accrued dividends paid by Acquiror to its stockholders in accordance with past practice)and contributions on the Company's Balance Sheet; (b) amendment to the certificate or articles Organizational Documents of incorporation or charter, bylaws or any other document of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement)the Company; (c) payment or increase by Acquiror or any of the Subsidiaries Company of any bonuses, salaries salaries, or other compensation to any shareholderstockholder, director, officer officer, or employee (except for periodic payments or increases in the Ordinary Course of Business or otherwise in accordance with past compensation practicesBusiness) employee or entry by Acquiror or any of its Subsidiaries into any employment, severance severance, or similar Contract with any director, officer officer, or employee; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination adoption of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below)profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Company; (e) damage to or destruction or loss of any asset or property of Acquiror the Company, whether or any of its Subsidiaries not covered by insurance that hadinsurance, materially and adversely affecting the properties, assets, business, financial condition, or would reasonably be expected to have, a Material Adverse Effect on Acquirorprospects of the Company; (f) entry into, termination or extension of, or receipt of notice of termination of (i) any supply, license, distributorship, dealer, sales representative, joint venture venture, credit, or similar agreement, or (ii) any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries the Company of at least $2,000,00015,000; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale sales of inventory in the Ordinary Course of Business), lease lease, or other disposition of any material asset or property of Acquiror or any of its Subsidiaries the Company or mortgage, pledge pledge, or imposition of any lien or other encumbrance on any material asset or property of Acquiror the Company, including the sale, lease, or other disposition of any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of BusinessIntellectual Property Assets; (i) incurrence of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (jh) cancellation or waiver of any claims or rights with a value to Acquiror or any of its Subsidiaries the Company in excess of $500,000 other than in the Ordinary Course of Business10,000; (k) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of monies, other than in the Ordinary Course of Business; (mi) material change in the accounting methods used by Acquiror or any of its Subsidiariesthe Company; (j) material adverse change in the customer relationship with Picker, Elscint and GE Yokogawa; or (nk) agreement, whether oral or written, by Acquiror or any of its Subsidiaries the Company to do or cause any of the foregoing.

Absence of Certain Changes and Events. Except as contemplated by this Agreement or as set forth in Schedule 5.16on SCHEDULE 4.9 hereto, since December 31September 30, 1996, each of Acquiror and its Subsidiaries has conducted its business only in the Ordinary Course of Business and with respect to each there has not been any1998: (a) the business of the Company has been operated only in the usual and ordinary course and there has not been: (i) any material adverse change in the authorized financial condition, business, results of operations or issued capital stock prospects of the Company; (except as otherwise contemplated ii) any damage, destruction or loss (whether or not covered by this Agreement); grant insurance) materially and adversely affecting the properties, business or business prospects of the Company; (iii) any stock option or right to purchase shares of capital stock of Acquiror or its Subsidiaries (except in the Ordinary Course of Business or otherwise in accordance with past compensation practices); issuance of any security convertible into such capital stock or evidences of indebtedness (except in connection with customer deposits); grant of any registration rights; purchasedistribution, redemptiondeclaration, retirement or other acquisition by Acquiror or any of its Subsidiaries of any shares of any such capital stock; or declaration setting aside or payment of any dividend dividend, or any other distribution or payment in with respect of shares of to the capital stock of Acquiror the Company or any direct or indirect redemption, purchase or other acquisition of its Subsidiaries (other than dividends paid any such stock or sale of any such stock by any of the Subsidiaries solely to Acquiror or dividends paid by Acquiror to its stockholders in accordance with past practice)Company; (biv) amendment any material or unusual increase in the fixed compensation payable to or to become payable by the certificate Company to any officer, key employee or articles agent of incorporation the Company, or charterin any insurance, bylaws pension or other benefit plan, payment, or arrangement made to, for or with any other document such officers, key employees or agents of formation or governance of Acquiror or any of its Subsidiaries (except as otherwise contemplated by this Agreement)the Company; (cv) payment any commission or increase by Acquiror or any of the Subsidiaries of any bonuses, salaries or other compensation bonus paid to any shareholdersuch officers, directorkey employees or agents, officer or employee (except for periodic payments or increases other than commissions and bonuses paid in the Ordinary Course ordinary course of Business or otherwise in accordance with past compensation practices) or entry by Acquiror or any of its Subsidiaries into any employment, severance or similar Contract with any director, officer or employeebusiness; (d) adoption, material amendment (except for any amendment necessary to comply with any Legal Requirement) or termination of, or increase in the payments to or benefits under, any Acquiror Employee Benefit Plan (as defined below); (e) damage to or destruction or loss of any asset or property of Acquiror or any of its Subsidiaries not covered by insurance that had, or would reasonably be expected to have, a Material Adverse Effect on Acquiror; (f) entry into, termination or extension of, or receipt of notice of termination of any joint venture or similar agreement, or any material Contract (other than relating to a loan made by any of Acquiror's banking Subsidiaries in the Ordinary Course of Business) or transaction involving a total remaining commitment by or to Acquiror or any of its Subsidiaries of at least $2,000,000; (g) material change in any existing material lease of real or personal property; (h) sale (other than any sale in the Ordinary Course of Business), lease or other disposition of any material asset or property of Acquiror or any of its Subsidiaries or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Acquiror or any of its Subsidiaries except for tax and other liens which arise by operation of law and with respect to which payment is not past due, and except for pledges or liens: (i) required to be granted in connection with the acceptance by any of Acquiror's banking Subsidiaries of government deposits; (ii) granted in connection with repurchase or reverse repurchase agreements; or (iii) otherwise incurred in the Ordinary Course of Business; (i) incurrence of any obligation or liability (fixed or contingent) other than in the Ordinary Course of Business; (j) cancellation or waiver of any claims or rights with a value to Acquiror or any of its Subsidiaries in excess of $500,000 other than in the Ordinary Course of Business; (kvi) any investment in, or purchase of, a depreciable or amortizable capital asset exceeding $500,000, or aggregate investments of a capital nature exceeding $1,000,000 (other than in the Ordinary Course of Business); (l) transaction for the borrowing or loaning of monies, other than in the Ordinary Course of Business; (m) material change in the accounting methods used by Acquiror operation of the business of the Company or any material transactions entered into, except such changes and transactions occurring in the ordinary course of its Subsidiariesbusiness and not otherwise required to be disclosed pursuant to this Section 4.9; or (nvii) agreement, whether oral or written, by Acquiror or any of its Subsidiaries agreement to do any of the foregoing; and (b) the Company has not: (i) purchased, sold or transferred any asset except in the ordinary course of its business; (ii) canceled any debts or waived any claims or rights of substantial value, or sold, transferred or otherwise disposed of, any properties or assets (real, personal or mixed, tangible or intangible) of substantial value, except, in each such case, in transactions in the ordinary course of business and consistent with past practice and which in any event, do not exceed $25,000 individually; (iii) made any capital expenditures or commitments in the ordinary course of business in excess of $50,000 individually, or $100,000 in the aggregate; or (iv) been the subject of or experienced any strike or other work stoppage or concerted slow down or threat thereof, union election or attempted collective bargaining of employees.