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

Absence of Certain Changes and Events. Except for liabilities incurred in connection with this Agreement and the transactions contemplated hereby, from the Balance Sheet Date, there has not been: (a) Any transaction involving more than $50,000 entered into by INT'▇.▇▇▇ or any Subsidiary other than in the ordinary course of business; any change (or any development or combination of developments of which INT'▇.▇▇▇ or any Subsidiary has knowledge which is reasonably likely to result in such a change) in INT'▇.▇▇▇'s Business Condition, other than changes in the ordinary course of business which in the aggregate have not been and are not expected to be materially adverse to INT'▇.▇▇▇'s Business Condition; or, without limiting the foregoing, any loss of or damage to any of the properties of INT'▇.▇▇▇ or any Subsidiary due to fire or other casualty or other loss, whether or not insured, amounting to more than $50,000 in the aggregate; (b) Any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of INT'▇.▇▇▇ or any Subsidiary, or any repurchase, redemption, retirement or other acquisition by INT'▇.▇▇▇ or any Subsidiary of any outstanding shares of capital stock, any INT'▇.▇▇▇ Option, or other securities of, or other equity or ownership interests in, INT'▇.▇▇▇ or any Subsidiary; (c) Any discharge or satisfaction of any Lien or payment or satisfaction of any obligation or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) other than current liabilities shown on the Balance Sheets and current liabilities incurred since the Balance Sheet Date in the ordinary course of business; (d) Any amendment of any term of any outstanding security of INT'▇.▇▇▇; (e) Any incurrence, assumption or guarantee by INT'▇.▇▇▇ or any Subsidiary of any indebtedness for borrowed money other than in the ordinary course of business and in an aggregate amount exceeding $50,000; (f) Any creation or assumption by INT'▇.▇▇▇ or any Subsidiary of any Lien on any asset in an aggregate amount exceeding $20,000; (g) Any making of any loan, advance or capital contributions to, or investment in, any Person by INT'▇.▇▇▇ or any Subsidiary; (h) Any sale, lease, pledge, transfer or other disposition of any material capital asset; (i) Any material transaction or commitment made, or any material contract or agreement entered into, by INT'▇.▇▇▇ or any Subsidiary relating to its assets or business (including the acquisition or disposition of any assets) with a value of $100,000 or more or any relinquishment by INT'▇.▇▇▇ or any Subsidiary of any contract or other right with a value of $100,000 or more; (j) Any (A) grant of any severance or termination pay to any director, officer or employee of INT'▇.▇▇▇ or any Subsidiary, (B) entering into of any employment, severance, management, consulting, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of INT'▇.▇▇▇ or any Subsidiary, (C) change in benefits payable under existing severance or termination pay policies or employment, severance, management, consulting or other similar agreements, (D) change in compensation, bonus or other benefits payable to directors, officers or employees of INT'▇.▇▇▇ or any Subsidiary in excess of 7% or (E) change in the payment or accrual policy with respect to any of the foregoing; (k) Any labor dispute or any activity or proceeding by a labor union or representative thereof to organize any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ Subsidiary, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ Subsidiary; (l) Any issuance or sale of any stock, bonds, phantom stock interest or other securities of which INT'▇.▇▇▇ or any Subsidiary is the issuer, or the grant, issuance or change of any stock options, warrants, or other rights to purchase securities of INT'▇.▇▇▇ or any Subsidiary or phantom stock interest in INT'▇.▇▇▇ or any Subsidiary other than issuances of common stock in connection with exercises of employee stock options; (m) Any cancellation of any debts or claims or waiver of any rights in an aggregate amount exceeding reserves in the Financial Statements by $50,000 or more; (n) Any sale, assignment or transfer of any INT'▇.▇▇▇ Intellectual Property, including licenses therefor; (o) Any capital expenditures, or commitment to make any capital expenditures, for additions to property, plant or equipment in an aggregate amount exceeding $50,000; or (p) Any agreement undertaking or commitment to do any of the foregoing.

Absence of Certain Changes and Events. Except for liabilities incurred as set forth in connection Section 3.16 of the Seller Disclosure Letter or as otherwise permitted by this Agreement, since January 31, 2005, each Seller and Purchased Subsidiary has conducted the Business only in the ordinary course of the Business consistent with this Agreement past practices or reasonable future expectations and the transactions contemplated hereby, from the Balance Sheet Date, there has not beenbeen any: (a) Any transaction involving more than $50,000 entered payment (except in the ordinary course of the Business consistent with past practices) or increase by any Seller or Purchased Subsidiary of any bonuses, salaries or other compensation to any employee of the Business or entry into by INT'▇.▇▇▇ any employment, severance or similar Seller Contract with any Subsidiary employee of the Business; (b) damage, destruction, theft or loss affecting the Assets, except in the ordinary course of business and except to the extent that any Asset damaged, destroyed, stolen or lost has been replaced or repaired; (c) entry into, termination of or receipt of notice of termination of (i) any license, distributorship, dealer, sales representative, joint venture, credit or similar Seller Contract to which any Seller is a party used in the operation of the Business or Assets other than in the ordinary course of business; any change (or any development or combination of developments of which INT'▇.▇▇▇ or any Subsidiary has knowledge which is reasonably likely to result in such a change) in INT'▇.▇▇▇'s Business Condition, other than changes in the ordinary course of business which in the aggregate have not been and are not expected to be materially adverse to INT'▇.▇▇▇'s Business Condition; or, without limiting the foregoing, any loss of or damage to any of the properties of INT'▇.▇▇▇ or any Subsidiary due to fire or other casualty or other loss, whether or not insured, amounting to more than $50,000 in the aggregate; (b) Any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of INT'▇.▇▇▇ or any Subsidiary, or (ii) any repurchase, redemption, retirement or other acquisition by INT'▇.▇▇▇ or any Subsidiary of any outstanding shares of capital stock, any INT'▇.▇▇▇ Option, or other securities of, or other equity or ownership interests in, INT'▇.▇▇▇ or any Subsidiary; (c) Any discharge or satisfaction of any Lien or payment or satisfaction of any obligation or liability (whether absolute, accrued, contingent or otherwise and whether due or to become dueSeller Contract described in Section 3.17(a) other than current liabilities shown on the Balance Sheets and current liabilities incurred since the Balance Sheet Date in the ordinary course of business; (d) Any amendment sale, lease or other disposition of any term Asset or property of any outstanding security of INT'▇.▇▇▇; Seller or Purchased Subsidiary (eincluding the Business Intellectual Property Assets) Any incurrence, assumption or guarantee by INT'▇.▇▇▇ or any Subsidiary the creation of any indebtedness for borrowed money Encumbrance (other than a Permitted Encumbrance) on any Asset in excess of $50,000 in the aggregate, in each case other than in the ordinary course of business and in business; (e) cancellation or waiver of any claims or rights relating to the Business or the Assets having an aggregate amount exceeding value in excess of $50,000100,000; (f) Any creation notification by any significant customer or assumption by INT'▇.▇▇▇ supplier of the Business whose business with the Business in the last twelve (12) months exceeds $100,000 of an intention to discontinue or any Subsidiary materially change the terms of any Lien on any asset in an aggregate amount exceeding $20,000its overall relationship with the Business; (g) Any making of material change in the accounting methods used by any loanSeller or Purchased Subsidiary, advance which relates to the Business or capital contributions to, or investment in, any Person by INT'▇.▇▇▇ or any Subsidiary;the Assets; or (h) Any sale, lease, pledge, transfer Contract entered into by any Seller or other disposition of any material capital asset; (i) Any material transaction or commitment made, or any material contract or agreement entered into, by INT'▇.▇▇▇ or any Purchased Subsidiary relating to its assets or business (including the acquisition or disposition of any assets) with a value of $100,000 or more or any relinquishment by INT'▇.▇▇▇ or any Subsidiary of any contract or other right with a value of $100,000 or more; (j) Any (A) grant of any severance or termination pay to any director, officer or employee of INT'▇.▇▇▇ or any Subsidiary, (B) entering into of any employment, severance, management, consulting, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of INT'▇.▇▇▇ or any Subsidiary, (C) change in benefits payable under existing severance or termination pay policies or employment, severance, management, consulting or other similar agreements, (D) change in compensation, bonus or other benefits payable to directors, officers or employees of INT'▇.▇▇▇ or any Subsidiary in excess of 7% or (E) change in the payment or accrual policy with respect to any of the foregoing; (k) Any labor dispute or any activity or proceeding by a labor union or representative thereof to organize any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ Subsidiary, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ Subsidiary; (l) Any issuance or sale of any stock, bonds, phantom stock interest or other securities of which INT'▇.▇▇▇ or any Subsidiary is the issuer, or the grant, issuance or change of any stock options, warrants, or other rights to purchase securities of INT'▇.▇▇▇ or any Subsidiary or phantom stock interest in INT'▇.▇▇▇ or any Subsidiary other than issuances of common stock in connection with exercises of employee stock options; (m) Any cancellation of any debts or claims or waiver of any rights in an aggregate amount exceeding reserves in the Financial Statements by $50,000 or more; (n) Any sale, assignment or transfer of any INT'▇.▇▇▇ Intellectual Property, including licenses therefor; (o) Any capital expenditures, or commitment to make any capital expenditures, for additions to property, plant or equipment in an aggregate amount exceeding $50,000; or (p) Any agreement undertaking or commitment to do any of the foregoing.

Absence of Certain Changes and Events. Except for liabilities incurred in connection with this Agreement and From the transactions contemplated hereby, from the Audited Balance Sheet DateDate to the date hereof, there has not been: (a) Any transaction involving more than $50,000 10,000 entered into by INT'▇.▇▇▇ or any Subsidiary HT other than in the ordinary course of business; any change (or any development or combination of developments of which INT'▇.▇▇▇ or any Subsidiary HT has knowledge which is reasonably likely to result in such a change) in INT'▇.▇▇▇HT's Business Condition, other than changes in the ordinary course of business which in the aggregate have not been and are not expected to be materially adverse to INT'▇.▇▇▇HT's Business Condition; or, without limiting the foregoing, any loss of or damage to any of the properties of INT'▇.▇▇▇ or any Subsidiary HT due to fire or other casualty or other loss, whether or not insured, amounting to more than $50,000 10,000 in the aggregate; (b) Any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of INT'▇.▇▇▇ or any SubsidiaryHT, or any repurchase, redemption, retirement or other acquisition by INT'▇.▇▇▇ or any Subsidiary HT of any outstanding shares of capital stock, any INT'▇.▇▇▇ Outstanding HT Option, or other securities of, or other equity or ownership interests in, INT'▇.▇▇▇ or any SubsidiaryHT; (c) Any discharge or satisfaction of any Lien or payment or satisfaction of any obligation or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) other than current liabilities shown on the Unaudited Balance Sheets Sheet and current liabilities incurred since the Unaudited Balance Sheet Date in the ordinary course of businessbusiness and consistent with past practice ("ORDINARY COURSE OF BUSINESS"); (d) Any change in the Charter Documents of HT or any amendment of any term of any outstanding security of INT'▇.▇▇▇HT; (e) Any incurrence, assumption or guarantee by INT'▇.▇▇▇ or any Subsidiary HT of any indebtedness for borrowed money money, other than in the ordinary course of business and business, in an aggregate amount exceeding $50,00010,000; (f) Any creation or assumption by INT'▇.▇▇▇ or any Subsidiary HT of any Lien on any asset in an aggregate amount exceeding $20,000asset; (g) Any making of any loan, advance or capital contributions to, or investment in, any Person by INT'▇.▇▇▇ or any SubsidiaryPerson; (h) Any sale, lease, pledge, transfer or other disposition of any material capital asset; (i) Any Except as set forth on Section 3.8 of the HT Disclosure Schedule, any material transaction or commitment made, or any material contract or agreement entered into, by INT'▇.▇▇▇ or any Subsidiary HT relating to its assets or business (including the acquisition or disposition of any assets) with a value of $100,000 or more or any relinquishment by INT'▇.▇▇▇ or any Subsidiary HT of any contract or other right with a value of $100,000 or moreright; (j) Any (A) grant of any severance or termination pay to any director, officer or employee of INT'▇.▇▇▇ or any SubsidiaryHT, (B) entering into of any employment, severance, management, consulting, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of INT'▇.▇▇▇ or any SubsidiaryHT, (C) change in benefits payable under existing severance or termination pay policies or employment, severance, management, consulting or other similar agreements, (D) change in compensation, bonus or other benefits payable to directors, officers or employees of INT'▇.▇▇▇ or any Subsidiary in excess of 7% HT or (E) change in the payment or accrual policy with respect to any of the foregoing; (k) Any labor dispute or any activity or proceeding by a labor union or representative thereof to organize any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ SubsidiaryHT, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ SubsidiaryHT; (l) Any notes or accounts receivable or portions thereof written off by HT as uncollectible in an aggregate amount exceeding $10,000; (m) Any issuance or sale of any stock, bonds, phantom stock interest or other securities of which INT'▇.▇▇▇ or any Subsidiary HT is the issuer, or the grant, issuance or change of any stock options, warrants, or other rights to purchase securities of INT'▇.▇▇▇ or any Subsidiary HT or phantom stock interest in INT'▇.▇▇▇ or any Subsidiary other than issuances of common stock in connection with exercises of employee stock optionsHT; (m) Any cancellation of any debts or claims or waiver of any rights in an aggregate amount exceeding reserves in the Financial Statements by $50,000 or more; (n) Any sale, assignment or transfer of any INT'▇.▇▇▇ Intellectual Property, including licenses therefor; (o) Any capital expenditures, or commitment to make any capital expenditures, for additions to property, plant or equipment in an aggregate amount exceeding $50,000; or (p) Any agreement undertaking or commitment to do any of the foregoing.

Absence of Certain Changes and Events. Except for liabilities incurred as set forth on Schedule 3.8, since December 31, 2001 CTN has conducted its business only in connection with this Agreement and the transactions contemplated herebyOrdinary Course of Business and, from the Balance Sheet Datesince such date, there has not been: (a) Any transaction involving more than $50,000 entered into by INT'▇.▇▇▇ or any Subsidiary other than in the ordinary course of business; any change CTN; (b) Any Material Adverse Effect on CTN (or any development or combination of developments of which INT'▇.▇▇▇ or any Subsidiary CTN has knowledge which is reasonably likely to result in such a changeany Material Adverse Effect on CTN); (c) in INT'▇.▇▇▇'s Business Condition, other than changes in the ordinary course of business which in the aggregate have not been and are not expected to be materially adverse to INT'▇.▇▇▇'s Business Condition; or, without limiting the foregoing, any Any loss of or damage to any of the properties of INT'▇.▇▇▇ or any Subsidiary CTN due to fire or other casualty or other loss, whether or not insured, amounting to more than $50,000 10,000 in the aggregate; (bd) Any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of INT'▇.▇▇▇ or any SubsidiaryCTN, other than distributions to Shareholders (as disclosed in the Disclosure Schedule) to allow them to pay federal, state and local taxes, in accordance with past practices, or any repurchase, redemption, retirement or other acquisition by INT'▇.▇▇▇ or any Subsidiary CTN of any outstanding shares of its capital stock, any INT'▇.▇▇▇ Option, or other securities of, or other equity or ownership interests in, INT'▇.▇▇▇ or any SubsidiaryCTN; (ce) Any discharge or satisfaction of any Lien or payment or satisfaction of any obligation or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) other than current liabilities shown on the FY 2001 Balance Sheets Sheet and current liabilities incurred since the Balance Sheet Date December 31, 2001 in the ordinary course Ordinary Course of businessBusiness; (df) Any amendment to the Charter Documents of CTN or any amendment of any term of any outstanding security of INT'▇.▇▇▇CTN; (eg) Any incurrence, assumption or guarantee by INT'▇.▇▇▇ or any Subsidiary CTN of any indebtedness for borrowed money other than in the ordinary course of business and in an aggregate amount exceeding $50,000money; (fh) Any creation or assumption by INT'▇.▇▇▇ or any Subsidiary CTN of any Lien on any asset other than in an aggregate amount exceeding $20,000the Ordinary Course of Business; (gi) Any making of any loan, advance or capital contributions to, or investment in, any Person by INT'▇.▇▇▇ or any SubsidiaryPerson; (hj) Any sale, lease, pledge, transfer or other disposition of any material capital assetassets (1) to the Shareholders irrespective of the value or (2) to any other Person, except for fair value received having an aggregate value exceeding $10,000; (ik) Any material transaction or commitment made, or any material contract or agreement entered into, by INT'▇.▇▇▇ or any Subsidiary CTN relating to its assets or business (including the acquisition or disposition of any assets) with a value of $100,000 or more or any relinquishment by INT'▇.▇▇▇ or any Subsidiary CTN of any contract or other right with a value other than in the Ordinary Course of $100,000 Business, or moreany change in accounting practices; (jl) Any Other than in the Ordinary Course of Business or as evidenced by the CTN Employment Manual which has been delivered to Interland and which reflects the current policies of CTN except where otherwise indicated in the Disclosure Schedule, any (Ai) grant of any severance or termination pay to any director, officer or employee of INT'▇.▇▇▇ or any SubsidiaryCTN, (Bii) entering into of any employment, severance, management, consulting, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of INT'▇.▇▇▇ or any SubsidiaryCTN, (Ciii) change in benefits payable under existing severance or termination pay policies or employment, severance, management, consulting or other similar agreements, (Div) change in compensation, bonus or other benefits payable to directors, officers or employees of INT'▇.▇▇▇ or any Subsidiary in excess of 7% CTN or (Ev) change in the payment or accrual policy with respect to any of the foregoingforegoing (it being understood that all transactions identified in subparts (i) to (iv) involving the Shareholders after December 31, 2001 are disclosed in the Disclosure Schedule), and the consummation of the transactions contemplated herein will not result in any of the changes specified in (iii) to (v); (km) Any labor dispute or any activity or proceeding by a labor union or representative thereof to organize any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ SubsidiaryCTN, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ SubsidiaryCTN; (ln) Any notes or accounts receivable or portions thereof written off by CTN as uncollectible (1) with the Shareholders irrespective of amount or (2) with any other Person in an aggregate amount exceeding $10,000; (o) Any issuance or sale of any stock, bonds, phantom stock interest or other securities of which INT'▇.▇▇▇ or any Subsidiary CTN is the issuer, or the grant, issuance or change of any stock options, warrants, or other rights to purchase securities of INT'▇.▇▇▇ or any Subsidiary CTN or phantom stock interest in INT'▇.▇▇▇ or any Subsidiary other than issuances of common stock in connection with exercises of employee stock optionsCTN; (mp) Any cancellation of any debts or claims to the knowledge of CTN or waiver of any rights in (1) with the Shareholders irrespective of amount or (2) with any other Person having an aggregate amount value exceeding reserves in the Financial Statements by $50,000 or more10,000; (nq) Any sale, assignment or transfer of any INT'▇.▇▇▇ CTN Intellectual PropertyProperty or other similar assets, including licenses therefor, (1) with the Shareholders irrespective of amount or (2) with any other Person having an aggregate value exceeding $10,000; (or) Any capital expenditures, or commitment to make any capital expenditures, for additions to property, plant or equipment in an aggregate amount exceeding $50,00010,000; (s) Payment of any amounts to, or liability incurred to or in respect of, or sale of any properties or assets (real, personal or mixed, tangible or intangible) to, or any transaction or any agreement or arrangement with, any corporation or business in which CTN or any of its corporate officers or directors, or any "affiliate" or "associate" (as such terms are defined in the rules and regulations promulgated under the Securities Act of 1933, as amended (the "Securities Act") of any such Person; or (pt) Any agreement To the knowledge of CTN, any agreement, undertaking or commitment to do any of the foregoing. Notwithstanding the foregoing, the parties acknowledge that CTN may use its cash prior to Closing to pay the reasonable fees and expenses of the transaction contemplated hereby incurred by CTN and its Shareholders, including investment bankers and attorneys, as described in Section 7.1(c).

Absence of Certain Changes and Events. Except for liabilities incurred in connection with this Agreement as set forth on Schedule 3.9, and the transactions except as contemplated hereby, from since November 30, 2002 Hostcentric has conducted its business only in the Balance Sheet Dateordinary course, consistent with past practice and, since such date, there has not been: (a) Any transaction involving more than $50,000 25,000 per year entered into by INT'▇.▇▇▇ or any Subsidiary other than in Hostcentric outside of the ordinary course of business; ; (b) Any Material Adverse Effect on Hostcentric and there have not been any change (events that, either individually or any development or combination of developments of which INT'▇.▇▇▇ or any Subsidiary has knowledge which is in the aggregate, could reasonably likely be expected to result in such a changeany Material Adverse Effect on Hostcentric; (c) in INT'▇.▇▇▇'s Business Condition, other than changes in the ordinary course of business which in the aggregate have not been and are not expected to be materially adverse to INT'▇.▇▇▇'s Business Condition; or, without limiting the foregoing, any Any loss of or damage to any of the properties of INT'▇.▇▇▇ or any Subsidiary Hostcentric due to fire or other casualty or other loss, whether or not insured, amounting to more than $50,000 25,000 in the aggregate; (bd) Any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of INT'▇.▇▇▇ Hostcentric or any Subsidiary, or any repurchase, redemption, retirement or other acquisition by INT'▇.▇▇▇ Hostcentric or any Subsidiary of any outstanding shares of its capital stock, any INT'▇.▇▇▇ Option, or other securities of, or other equity or ownership interests in, INT'▇.▇▇▇ Hostcentric or any Subsidiary; (ce) Any discharge or satisfaction of any Lien or payment or satisfaction of any obligation or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) other than current liabilities shown on the Hostcentric Most Recent Balance Sheets Sheet and current liabilities incurred since the Balance Sheet Date November 30, 2002 in the ordinary course of business; (df) Any amendment to the Charter Documents of Hostcentric or any amendment of any term of any outstanding security of INT'▇.▇▇▇Hostcentric; (eg) Any incurrence, assumption or guarantee by INT'▇.▇▇▇ Hostcentric or any Subsidiary of any indebtedness for borrowed money other than in outside of the ordinary course of business and in an aggregate amount exceeding $50,000business; (fh) Any creation or assumption by INT'▇.▇▇▇ Hostcentric or any Subsidiary of any Lien on any asset other than in an aggregate amount exceeding $20,000the ordinary course of business; (gi) Any making of any loan, advance or capital contributions to, or investment in, any Person by INT'▇.▇▇▇ or any Subsidiaryoutside of the ordinary course of business; (hj) Any sale, lease, pledge, transfer or other disposition of any material capital assetassets (1) to any Hostcentric Stockholders irrespective of the value or (2) to any other Person, except for fair value received having an aggregate value exceeding $25,000; (ik) Any material transaction or commitment made, or any material contract or agreement entered into, by INT'▇.▇▇▇ or any Subsidiary Hostcentric relating to its assets or business (including the acquisition or disposition of any assets) with a value of $100,000 or more or any relinquishment by INT'▇.▇▇▇ Hostcentric or any Subsidiary of any contract or other right with a value other than in the ordinary course of $100,000 business, or moreany change in accounting practices; (jl) Any Other than in the ordinary course of business or as evidenced by the Hostcentric employment manual which has been delivered to Interland and which reflects the current policies of Hostcentric except where otherwise indicated in Section 3.17 of the Hostcentric Disclosure Schedule, any (Ai) grant of any severance or termination pay to any director, officer or employee of INT'▇.▇▇▇ Hostcentric or any Subsidiary, (Bii) entering into of any employment, severance, management, consulting, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of INT'▇.▇▇▇ Hostcentric or any Subsidiary, (Ciii) change in benefits payable under existing severance or termination pay policies or employment, severance, management, consulting or other similar agreements, (Div) change in compensation, bonus or other benefits payable to directors, officers or employees of INT'▇.▇▇▇ Hostcentric or any Subsidiary Subsidiary, (v) establishment of or amendment to any Employee Plan (as defined in excess of 7% Section 3.17), or (Evi) change in the payment or accrual policy with respect to any of the foregoingforegoing (it being understood that all transactions identified in subparts (i) to (v) involving any Hostcentric Stockholder after November 30, 2002 are disclosed in the Disclosure Schedule), and the consummation of the transactions contemplated herein will not result in any of the changes specified in (i) to (vi); (km) Any labor dispute or any activity or proceeding by a labor union or representative thereof to organize any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ SubsidiaryHostcentric, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ SubsidiaryHostcentric; (ln) Any notes or accounts receivable or portions thereof written off by Hostcentric or any Subsidiary as uncollectible (1) with any Hostcentric Stockholder irrespective of amount or (2) with any other Person in an aggregate amount exceeding $25,000; (o) Any issuance or sale of any stock, bonds, phantom stock interest or other securities of which INT'▇.▇▇▇ or any Subsidiary Hostcentric is the issuer, or the grant, issuance or change of any stock options, warrants, or other rights to purchase securities of INT'▇.▇▇▇ or any Subsidiary Hostcentric or phantom stock interest in INT'▇.▇▇▇ or any Subsidiary other than issuances of common stock in connection with exercises of employee stock optionsHostcentric; (mp) Any cancellation of any debts or claims to the knowledge of Hostcentric or waiver of any rights in (1) with any Hostcentric Stockholder irrespective of amount or (2) with any other Person having an aggregate amount value exceeding reserves in the Financial Statements by $50,000 or more25,000; (nq) Any sale, assignment or transfer of any INT'▇.▇▇▇ Hostcentric Intellectual PropertyProperty or other similar assets, including licenses therefor, (1) with any Hostcentric Stockholder irrespective of amount or (2) with any other Person having an aggregate value exceeding $25,000; (or) Any capital expenditures, or commitment to make any capital expenditures, for additions to property, plant or equipment outside of the ordinary course of business in an aggregate amount exceeding $50,00025,000; (s) Payment of any amounts to, or liability incurred to or in respect of, or sale of any properties or assets (real, personal or mixed, tangible or intangible) to, or any transaction or any agreement or arrangement with, any corporation or business in which Hostcentric or any of its corporate officers or directors, or any "affiliate" or "associate" (as such terms are defined in the rules and regulations promulgated under the Securities Act of 1933, as amended (the "Securities Act")) of any such Person; or (pt) Any agreement agreement, undertaking or commitment to do any of the foregoing.

Absence of Certain Changes and Events. Except for liabilities incurred as set forth on Schedule 3.22 and as otherwise contemplated by this Agreement, since the date of the Interim Balance Sheet, each Chemicon Entity has conducted the Business only in connection with this Agreement the Ordinary Course of Business, and the transactions contemplated hereby, from the Balance Sheet Date, there has not beennot: (a) Any transaction involving more than $50,000 entered into by INT'▇.▇▇▇ or received any Subsidiary other than in the ordinary course notice of business; termination of any change (or any development or combination of developments of which INT'▇.▇▇▇ or any Subsidiary has knowledge which is reasonably likely to result in such a change) in INT'▇.▇▇▇'s Business ConditionChemicon Contract, other than changes in the ordinary course of business which in the aggregate have not been and are not expected to be materially adverse to INT'▇.▇▇▇'s Business Condition; or, without limiting the foregoing, any loss of or damage to any of the properties of INT'▇.▇▇▇ or any Subsidiary due to fire lease or other casualty agreement or other losssuffered any damage, destruction or loss (whether or not insuredcovered by insurance) which, amounting to more than $50,000 in any case or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect; (b) Any made any declaration, setting aside or payment of any dividend or other distribution of assets (whether in cash or property) with respect to any shares of capital stock of INT'▇.▇▇▇ the Common Stock or any Subsidiaryequity interest in any Chemicon Entity or purchased, retired or redeemed, or obligated itself to purchase, retire or redeem, any repurchase, redemption, retirement Common Stock or any equity interest in any Chemicon Entity or other acquisition by INT'▇.▇▇▇ or any Subsidiary of any outstanding shares of capital stock, any INT'▇.▇▇▇ Option, or other securities of, or other equity or ownership interests in, INT'▇.▇▇▇ or any Subsidiarysecurities; (c) Any discharge except for customary increases based on term of service or satisfaction regular promotion of non-officer employees, (i) increased the compensation payable or to become payable to any employee, officer, shareholder, director, manager, member, distributor or agent of any Lien Chemicon Entity or payment (ii) increased any bonus, insurance, pension, vacation or satisfaction of other employee benefits, payments or arrangements for such persons; (d) entered into or amended any employment (other than "at-will" employment agreements), consulting, severance, change in control, or similar agreement; (e) paid, discharged or satisfied any lien, charge or encumbrance other than those then required to be discharged or satisfied, or paid any indebtedness, obligation or liability (whether liability, absolute, accrued, contingent or otherwise and otherwise, whether due or to become due) , other than current liabilities shown on the Audited Balance Sheets Sheet and current liabilities incurred since the date of the Interim Balance Sheet Date in the ordinary course Ordinary Course of businessBusiness; (df) Any amendment permitted any of their property, business or assets to be subjected to any term of any outstanding security of INT'▇.▇▇▇Lien (other than Permitted Liens); (eg) Any incurrencewaived or released any claims or rights; (h) sold, assumption transferred, leased or guarantee by INT'▇.▇▇▇ otherwise disposed of any of their assets or properties in excess of $50,000 per transaction or $100,000 in the aggregate; (i) made any single capital expenditure or investment in excess of $50,000 or capital expenditures in the aggregate in excess of $100,000; (j) made any change in any method of accounting or any Subsidiary practice or principle of accounting; (k) paid, loaned or advanced any amount or sold, transferred, loaned or leased any asset to any employee, except for normal compensation involving salary and benefits; (l) written off as uncollectible any note receivable or account receivable or increased or decreased its allowance for doubtful accounts by a total of more than $50,000; (m) hired any employee with annual compensation greater than $50,000; (n) entered into any material commitment or transaction, other than in the Ordinary Course of Business, affecting their operations or suffered any event or occurrence that has had, or could reasonably be expected to have, a Material Adverse Effect; (o) issued or sold Common Stock or other equity interest or other securities, or promised, issued, granted or sold any options, rights or warrants with respect thereto, or acquired any capital stock or other securities of any corporation or any interest in any business enterprise, or otherwise made any loan or advance to or investment in any person, firm or corporation; (p) incurred any indebtedness for borrowed money in excess of $50,000 that has not been repaid; (q) materially changed any material business practice other than in the ordinary course Ordinary Course of business and in an aggregate amount exceeding $50,000Business; (fr) Any creation or assumption by INT'▇.▇▇▇ or any Subsidiary conducted their cash management customs and practices other than in the Ordinary Course of any Lien on any asset in an aggregate amount exceeding $20,000Business (including, with respect to collection of accounts receivable, purchases of supplies, repairs and maintenance, payment of accounts payable, accrued expenses and payroll, levels of capital expenditures and operation of cash management practices generally); (gs) Any making of amended or terminated any loanChemicon Contract, advance including any Employee Benefit Plan (except as otherwise contemplated by this Agreement or capital contributions to, or investment in, any Person required by INT'▇.▇▇▇ law) or any Subsidiaryinsurance policy, in force on December 31, 2002; (ht) Any sale, lease, pledge, transfer or other disposition of any material capital asset; (i) Any material transaction or commitment madewritten off, or increased the reserve for, any material contract inventory (including, raw materials, supplies, manufactured and purchased parts, goods or agreement entered into, by INT'▇.▇▇▇ or any Subsidiary relating to its assets or business (including the acquisition or disposition of any assetswork in process and finished goods) with a value of $100,000 or more or any relinquishment by INT'▇.▇▇▇ or any Subsidiary of any contract or other right with a value of $100,000 or more; (j) Any (A) grant of any severance or termination pay to any director, officer or employee of INT'▇.▇▇▇ or any Subsidiary, (B) entering into of any employment, severance, management, consulting, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of INT'▇.▇▇▇ or any Subsidiary, (C) change in benefits payable under existing severance or termination pay policies or employment, severance, management, consulting or other similar agreements, (D) change in compensation, bonus or other benefits payable to directors, officers or employees of INT'▇.▇▇▇ or any Subsidiary in excess of 7% or (E) change in the payment or accrual policy with respect to any of the foregoing; (k) Any labor dispute or any activity or proceeding by a labor union or representative thereof to organize any employees total of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ Subsidiary, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ Subsidiary; (l) Any issuance or sale of any stock, bonds, phantom stock interest or other securities of which INT'▇.▇▇▇ or any Subsidiary is the issuer, or the grant, issuance or change of any stock options, warrants, or other rights to purchase securities of INT'▇.▇▇▇ or any Subsidiary or phantom stock interest in INT'▇.▇▇▇ or any Subsidiary other more than issuances of common stock in connection with exercises of employee stock options; (m) Any cancellation of any debts or claims or waiver of any rights in an aggregate amount exceeding reserves in the Financial Statements by $50,000 or more; (n) Any sale, assignment or transfer of any INT'▇.▇▇▇ Intellectual Property, including licenses therefor; (o) Any capital expenditures, or commitment to make any capital expenditures, for additions to property, plant or equipment in an aggregate amount exceeding $50,000; or (pu) Any agreement undertaking agreed in writing, or commitment otherwise, to do take any of the foregoingaction described in this Section 3.22.

Absence of Certain Changes and Events. Except for liabilities incurred in connection with this Agreement and From the transactions contemplated hereby, from the Audited Balance ------------------------------------- Sheet Date, there has not been: (a) Any transaction involving more than $50,000 25,000 entered into by INT'▇.▇▇▇ or any Subsidiary Excell other than in the ordinary course of business; any change (or any development or combination of developments of which INT'▇.▇▇▇ or any Subsidiary Excell has knowledge which is reasonably likely to result in such a change) in INT'▇.▇▇▇Excell's Business Condition, other than changes in the ordinary course of business which in the aggregate have not been and are not expected to be materially adverse to INT'▇.▇▇▇Excell's Business Condition; or, without limiting the foregoing, any loss of or damage to any of the properties of INT'▇.▇▇▇ or any Subsidiary Excell due to fire or other casualty or other loss, whether or not insured, amounting to more than $50,000 25,000 in the aggregate; (b) Any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of INT'▇.▇▇▇ or any SubsidiaryExcell, or any repurchase, redemption, retirement or other acquisition by INT'▇.▇▇▇ or any Subsidiary Excell of any outstanding shares of capital stock, any INT'▇.▇▇▇ Excell Option, or other securities of, or other equity or ownership interests in, INT'▇.▇▇▇ or any SubsidiaryExcell; (c) Any discharge or satisfaction of any Lien or payment or satisfaction of any obligation or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) other than current liabilities shown on the Unaudited Balance Sheets Sheet and current liabilities incurred since the Unaudited Balance Sheet Date in the ordinary course of business; (d) Any change in the Charter Documents of Excell or any amendment of any term of any outstanding security of INT'▇.▇▇▇Excell; (e) Any incurrence, assumption or guarantee by INT'▇.▇▇▇ or any Subsidiary Excell of any indebtedness for borrowed money other than in the ordinary course of business and in an aggregate amount exceeding $50,00025,000; (f) Any creation or assumption by INT'▇.▇▇▇ or any Subsidiary Excell of any Lien on any asset in an aggregate amount exceeding $20,000asset; (g) Any making of any loan, advance or capital contributions to, or investment in, any Person by INT'▇.▇▇▇ or any Subsidiaryperson; (h) Any sale, lease, pledge, transfer or other disposition of any material capital asset, except where the same was replaced; (i) Any Outside Excell's ordinary course of business, any material transaction or commitment made, or any material contract or agreement entered into, by INT'▇.▇▇▇ or any Subsidiary Excell relating to its assets or business (including the acquisition or disposition of any assets) with a value of $100,000 or more or any relinquishment by INT'▇.▇▇▇ or any Subsidiary Excell of any contract or other right with a value of $100,000 or moreright; (j) Any (A) grant of any severance or termination pay to any director, officer or management employee of INT'▇.▇▇▇ or any SubsidiaryExcell, (B) entering into of any employment, severance, management, consulting, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or management employee of INT'▇.▇▇▇ or any SubsidiaryExcell, (C) change in benefits payable under existing severance or termination pay policies or employment, severance, management, consulting or other similar agreementsagreements with respect to any director, officer or management employee of Excell, (D) change in compensation, bonus or other benefits payable to directors, officers or management employees of INT'▇.▇▇▇ or Excell, (E) any Subsidiary of the foregoing with any other employee of Excell other than in excess the ordinary course of 7% Excell's business and that are described in general terms in Section 3.8 of the Excell Disclosure Schedule or (EF) change in the payment or accrual policy with respect to any of the foregoing; (k) Any labor dispute or any activity or proceeding by a labor union or representative thereof to organize any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ SubsidiaryExcell, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ SubsidiaryExcell; (l) Any notes or accounts receivable or portions thereof written off by Excell as uncollectible in an aggregate amount exceeding $25,000; (m) Any issuance or sale of any stock, bonds, phantom stock interest or other securities of which INT'▇.▇▇▇ or any Subsidiary Excell is the issuer, or the grant, issuance or change of any stock options, warrants, or other rights to purchase securities of INT'▇.▇▇▇ or any Subsidiary Excell or phantom stock interest in INT'▇.▇▇▇ or any Subsidiary other than issuances of common stock in connection with exercises of employee stock optionsExcell; (m) Any cancellation of any debts or claims or waiver of any rights in an aggregate amount exceeding reserves in the Financial Statements by $50,000 or more; (n) Any sale, assignment or transfer of any INT'▇.▇▇▇ Intellectual Property, including licenses therefor; (o) Any capital expenditures, or commitment to make any capital expenditures, for additions to property, plant or equipment in an aggregate amount exceeding $50,000; or (p) Any agreement undertaking or commitment to do any of the foregoing.

Absence of Certain Changes and Events. Except for liabilities incurred in connection with this Agreement and From the transactions contemplated hereby, from the Audited Balance Sheet ------------------------------------- Date, there has not been:, except as consented to in writing by Parent (such consent not to be unreasonably withheld): (a) Any transaction involving more than $50,000 entered into by INT'▇.▇▇▇ or any Subsidiary Calogic other than in the ordinary course of business ("ordinary course of ------------------ business"); any change (or any development or combination of developments of -------- which INT'▇.▇▇▇ or any Subsidiary Calogic has knowledge which is reasonably likely to result in such a change) in INT'▇.▇▇▇Calogic's Business Condition, other than changes in the ordinary course of business which in the aggregate have not been and are not expected to be materially adverse to INT'▇.▇▇▇Calogic's Business Condition; or, without limiting the foregoing, any loss of or damage to any of the properties of INT'▇.▇▇▇ or any Subsidiary Calogic due to fire or other casualty or other loss, whether or not insured, amounting to more than $50,000 in the aggregate; (b) Any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of INT'▇.▇▇▇ or any SubsidiaryCalogic, or any repurchase, redemption, retirement or other acquisition by INT'▇.▇▇▇ or any Subsidiary Calogic of any outstanding shares of capital stock, any INT'▇.▇▇▇ Calogic Option, or other securities of, or other equity or ownership interests in, INT'▇.▇▇▇ or any SubsidiaryCalogic; (c) Any discharge or satisfaction of any Lien or payment or satisfaction of any obligation or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) other than current liabilities shown on the Audited Balance Sheets Sheet and current liabilities incurred since the Audited Balance Sheet Date in the ordinary course of business; (d) Any change in the Charter Documents of Calogic or any amendment of any term of any outstanding security of INT'▇.▇▇▇Calogic; (e) Any incurrence, assumption or guarantee by INT'▇.▇▇▇ or any Subsidiary Calogic of any indebtedness for borrowed money other than in the ordinary course of business and in an aggregate amount exceeding $50,000; (f) Any creation or assumption by INT'▇.▇▇▇ or any Subsidiary Calogic of any Lien on any asset in an aggregate amount exceeding excess of $20,00050,000; (g) Any making of any loan, advance or capital contributions to, or investment in, any Person by INT'▇.▇▇▇ or any Subsidiaryin an aggregate amount exceeding $50,000; (h) Any sale, lease, pledge, transfer or other disposition of any material capital assetasset in an aggregate amount exceeding $50,000; (i) Any material transaction or commitment made, or any material contract or agreement entered into, by INT'▇.▇▇▇ or any Subsidiary Calogic relating to its assets or business (including the acquisition or disposition of any assets) with a value of $100,000 or more or any relinquishment by INT'▇.▇▇▇ or any Subsidiary Calogic of any contract or other right with a value of in an aggregate amount exceeding $100,000 or more50,000; (j) Any (A) grant of any severance or termination pay to any director, officer or employee of INT'▇.▇▇▇ or any SubsidiaryCalogic, (B) entering into of any employment, severance, management, consulting, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of INT'▇.▇▇▇ or any SubsidiaryCalogic, (C) change in benefits payable under existing severance or termination pay policies or employment, severance, management, consulting or other similar agreements, (D) change in compensation, bonus or other benefits payable to directors, officers or employees of INT'▇.▇▇▇ or any Subsidiary in excess of 7% Calogic or (E) change in the payment or accrual policy with respect to any of the foregoing; (k) Any labor dispute or any activity or proceeding by a labor union or representative thereof to organize any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ SubsidiaryCalogic, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ SubsidiaryCalogic; (l) Any notes or accounts receivable or portions thereof written off by Calogic as uncollectible in an aggregate amount exceeding $50,000; (m) Any issuance or sale of any stock, bonds, phantom stock interest or other securities of which INT'▇.▇▇▇ or any Subsidiary Calogic is the issuer, or the grant, issuance or change of any stock options, warrants, or other rights to purchase securities of INT'▇.▇▇▇ or any Subsidiary Calogic or phantom stock interest in INT'▇.▇▇▇ or any Subsidiary other than issuances of common stock in connection with exercises of employee stock optionsCalogic; (m) Any cancellation of any debts or claims or waiver of any rights in an aggregate amount exceeding reserves in the Financial Statements by $50,000 or more; (n) Any sale, assignment or transfer of any INT'▇.▇▇▇ Intellectual Property, including licenses therefor; (o) Any capital expenditures, or commitment to make any capital expenditures, for additions to property, plant or equipment in an aggregate amount exceeding $50,000; or (p) Any agreement undertaking or commitment to do any of the foregoing.

Absence of Certain Changes and Events. Except for liabilities incurred in connection with this Agreement and Since the transactions contemplated hereby, from the Audited Balance ------------------------------------- Sheet Date, there has not been: (a) Any transaction involving more than $50,000 entered into by INT'▇.▇▇▇ or any Subsidiary Onex other than in the ordinary course of businessbusiness and consistent with past practice ("Ordinary Course of Business"); any change which has resulted in an Onex --------------------------- Material Adverse Effect (or any development or combination of developments of which INT'▇.▇▇▇ or any Subsidiary Onex has knowledge which is reasonably likely to result in such a change) in INT'▇.▇▇▇'s Business Condition, other than changes in the ordinary course of business which in the aggregate have not been and are not expected to be materially adverse to INT'▇.▇▇▇'s Business Condition); or, without limiting the foregoing, any loss of or damage to any of the properties of INT'▇.▇▇▇ or any Subsidiary Onex due to fire or other casualty or other loss, whether or not insured, amounting to more than $50,000 in the aggregate; (b) Any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of INT'▇.▇▇▇ or any SubsidiaryOnex, or any repurchase, redemption, retirement or other acquisition by INT'▇.▇▇▇ or any Subsidiary Onex of any outstanding shares of capital stock, any INT'▇.▇▇▇ Onex Option, or other securities of, or other equity or ownership interests in, INT'▇.▇▇▇ or any SubsidiaryOnex; (c) Any discharge or satisfaction of any Lien or payment or satisfaction of any material obligation or material liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) other than current liabilities shown on the Unaudited Balance Sheets Sheet and current liabilities incurred since the Unaudited Balance Sheet Date in the ordinary course of business; (d) Any change in the Charter Documents of Onex or any amendment of any term of any outstanding security of INT'▇.▇▇▇Onex; (e) Any incurrence, assumption or guarantee by INT'▇.▇▇▇ or any Subsidiary Onex of any indebtedness for borrowed money other than in the ordinary course of business and in an aggregate amount exceeding $50,000; (f) Any creation or assumption by INT'▇.▇▇▇ or any Subsidiary Onex of any Lien on any asset in an aggregate amount exceeding $20,000asset; (g) Any making of any loan, advance or capital contributions to, or investment in, any Person by INT'▇.▇▇▇ or any SubsidiaryPerson; (h) Any sale, lease, pledge, transfer or other disposition of any material capital asset; (i) Any material transaction or commitment made, or any material contract or agreement entered into, by INT'▇.▇▇▇ or any Subsidiary Onex relating to its assets or business (including the acquisition or disposition of any assets) with a value of $100,000 or more or any relinquishment by INT'▇.▇▇▇ or any Subsidiary Onex of any material contract or other right with a value of $100,000 or moreright; (j) Any (A) grant of any severance or termination pay to any director, officer or employee of INT'▇.▇▇▇ or any SubsidiaryOnex, (B) entering into of any employment, severance, management, consulting, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of INT'▇.▇▇▇ or any SubsidiaryOnex, (C) change in benefits payable under existing severance or termination pay policies or employment, severance, management, consulting or other similar agreements, (D) change in compensation, bonus or other benefits payable to directors, officers or employees of INT'▇.▇▇▇ or any Subsidiary in excess of 7% Onex or (E) change in the payment or accrual policy with respect to any of the foregoing; (k) Any labor dispute or any activity or proceeding by a labor union or representative thereof to organize any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ SubsidiaryOnex, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ SubsidiaryOnex; (l) Any notes or accounts receivable or portions thereof written off by Onex as uncollectible in an aggregate amount exceeding $50,000; (m) Any issuance or sale of any stock, bonds, phantom stock interest or other securities of which INT'▇.▇▇▇ or any Subsidiary Onex is the issuer, or the grant, issuance or change of any stock options, warrants, or other rights to purchase securities of INT'▇.▇▇▇ or any Subsidiary Onex or phantom stock interest in INT'▇.▇▇▇ or any Subsidiary other than issuances of common stock in connection with exercises of employee stock optionsOnex; (mn) Any cancellation of any debts or claims or waiver of any rights of substantial value in an aggregate amount exceeding reserves in the Financial Statements by $50,000 or more50,000; (no) Any sale, assignment or transfer of any INT'▇.▇▇▇ Onex Intellectual PropertyProperty or other similar assets, including licenses therefor; (op) Any capital expenditures, or commitment to make any capital expenditures, for additions to property, plant or equipment in an aggregate amount exceeding $50,000; (q) Except in connection with the transactions contemplated by this Agreement, payment of any amounts to, or liability incurred to or in respect of, or sale of any properties or assets (real, personal or mixed, tangible or intangible) to, or any transaction or any agreement or arrangement with, any corporation or business in which Onex or any of its corporate officers or directors, or any "affiliate" or "associate" (as such terms are defined in the rules and regulations promulgated under the Securities Act of 1933, as amended (the "Securities Act") of any such Person, has any direct or indirect ownership -------------- interests; or (pr) Any agreement agreement, undertaking or commitment to do any of the foregoing.

Absence of Certain Changes and Events. Except for liabilities incurred in connection with this Agreement and From the transactions contemplated hereby, from the Audited Balance Sheet Date, there has not been: (a) Any transaction involving more than $50,000 20,000 entered into by INT'▇.▇▇▇ or any Subsidiary Mentorix other than in the ordinary course of business; any change (or any development or combination of developments of which INT'▇.▇▇▇ or any Subsidiary has knowledge which is could reasonably likely be expected to result in such a change) in INT'▇.▇▇▇'s Mentorix’s Business Condition, other than changes in the ordinary course of business which in the aggregate have not been and are could not reasonably be expected to be materially adverse to INT'▇.▇▇▇'s Mentorix’s Business Condition; or, without limiting the foregoing, any loss of or damage to any of the properties of INT'▇.▇▇▇ or any Subsidiary Mentorix due to fire or other casualty or other loss, whether or not insured, amounting to more than $50,000 in the aggregate; (b) Any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of INT'▇.▇▇▇ Mentorix or any SubsidiaryMentorix India, or any repurchase, redemption, retirement or other acquisition by INT'▇.▇▇▇ Mentorix or any Subsidiary Mentorix India of any outstanding shares of capital stock, any INT'▇.▇▇▇ Mentorix Option or Mentorix India Option, or other securities of, or other equity or ownership interests in, INT'▇.▇▇▇ Mentorix or any SubsidiaryMentorix India, as the case may be; (c) Any discharge or satisfaction of any Lien or payment or satisfaction of any obligation or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) other than current liabilities shown on the Audited Balance Sheets Sheet and current liabilities incurred since the date of the Audited Balance Sheet Date in the ordinary course of business and consistent with past practice (“ordinary course of business”); (d) Any change in the Charter Documents of Mentorix or Mentorix India or any amendment of any term of any outstanding security of INT'▇.▇▇▇Mentorix or Mentorix India; (e) Any incurrence, assumption or guarantee by INT'▇.▇▇▇ or any Subsidiary Mentorix of any indebtedness for borrowed money other than in the ordinary course of business and in an aggregate amount exceeding $50,000money; (f) Any creation or assumption by INT'▇.▇▇▇ or any Subsidiary Mentorix of any Lien on any asset in an aggregate amount exceeding $20,000asset; (g) Any making of any loan, advance or capital contributions to, or investment in, any Person by INT'▇.▇▇▇ or any SubsidiaryPerson; (h) Any sale, lease, pledge, transfer or other disposition of any material capital asset; (i) Any material transaction or commitment made, or any material contract or agreement entered into, by INT'▇.▇▇▇ or any Subsidiary Mentorix relating to its assets or business (including the acquisition or disposition of any assets) with a value of $100,000 or more not in the ordinary course or any relinquishment by INT'▇.▇▇▇ or any Subsidiary Mentorix of any contract or other right with a value of $100,000 or moreright; (j) Any (A) grant of any severance or termination pay to any director, officer or employee of INT'▇.▇▇▇ or any SubsidiaryMentorix, (B) entering into of any employment, severance, management, consulting, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of INT'▇.▇▇▇ or any SubsidiaryMentorix, (C) change in benefits payable under existing severance or termination pay policies or employment, severance, management, consulting or other similar agreements, (D) change in compensation, bonus or other benefits payable to directors, officers or employees of INT'▇.▇▇▇ or any Subsidiary in excess of 7% Mentorix or (E) change in the payment or accrual policy with respect to any of the foregoing; (k) Any labor dispute or any activity or proceeding by a labor union or representative thereof to organize any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ SubsidiaryMentorix, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees of INT'▇.▇▇▇ Mentorix, or any Material INT'▇.▇▇▇ Subsidiaryemployee terminations and/or layoffs, and Mentorix has preserved intact and kept available the services of present employees, in each case in accordance with past practices; (l) Any notes or accounts receivable or portions thereof written off or required to be written off by Mentorix as uncollectible in an aggregate amount exceeding $5,000 other than as set forth on Section 3.8(l) of the Mentorix Disclosure Schedule; (m) Any issuance or sale of any stock, bonds, phantom stock interest or other securities of which INT'▇.▇▇▇ Mentorix or any Subsidiary Mentorix India is the issuer, or the grant, issuance or change of any stock options, warrants, or other rights to purchase securities of INT'▇.▇▇▇ Mentorix or any Subsidiary Mentorix India or phantom stock interest in INT'▇.▇▇▇ Mentorix or any Subsidiary other than issuances of common stock in connection with exercises of employee stock optionsMentorix India; (mo) Any cancellation of any debts or claims claims, or waiver of any rights of substantial value, in an aggregate amount exceeding reserves in the Financial Statements by $50,000 or more5,000; (np) Any sale, assignment or transfer of any INT'▇.▇▇▇ Mentorix Intellectual Property, including licenses therefor; (oq) Any capital expenditures, or commitment to make any capital expenditures, for additions to property, plant or equipment in an aggregate amount exceeding $50,0005,000; (r) Payment of any amounts to, or liability incurred to or in respect of, or sale of any properties or assets (real, personal or mixed, tangible or intangible) to, or any transaction or any agreement or arrangement with, any corporation or business in which Mentorix or any of its corporate officers or directors, or any “affiliate” or “associate” (as such terms are defined in the rules and regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”) of any such Person, has any direct or indirect ownership interests; (s) Any change in any method of financial accounting or accounting practice; or (pt) Any agreement undertaking or commitment to do any of the foregoing.

Absence of Certain Changes and Events. Except for liabilities incurred as set forth in connection with this Agreement and the transactions contemplated hereby------------------------------------- Diamond SEC Reports, from the Balance Sheet Datesince September 30, 2000, there has not been: (a) Any transaction involving more than $50,000 35,000 entered into by INT'▇.▇▇▇ Diamond or any Subsidiary other than in the ordinary course of business; any change (or any development or combination of developments of which INT'▇.▇▇▇ Diamond or any Subsidiary has knowledge which is reasonably likely to result in such a change) in INT'▇.▇▇▇Diamond's Business Condition, other than changes in the ordinary course of business which in the aggregate have not been and are not expected to be materially adverse to INT'▇.▇▇▇Diamond's Business Condition; or, without limiting the foregoing, any loss of or damage to any of the properties of INT'▇.▇▇▇ Diamond or any Subsidiary due to fire or other casualty or other loss, whether or not insured, amounting to more than $50,000 35,000 in the aggregate; (b) Any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of INT'▇.▇▇▇ Diamond or any Subsidiary, or any repurchase, redemption, retirement or other acquisition by INT'▇.▇▇▇ Diamond or any Subsidiary of any outstanding shares of capital stock, any INT'▇.▇▇▇ Diamond Option, or other securities of, or other equity or ownership interests in, INT'▇.▇▇▇ Diamond or any Subsidiary; (c) Any discharge or satisfaction of any Lien or payment or satisfaction of any obligation or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) other than current liabilities shown on the Unaudited Balance Sheets Sheet and current liabilities incurred since the Unaudited Balance Sheet Date in the ordinary course of business and consistent with past practice ("ordinary course of business;"); --------------------------- (d) Any change in the Charter Documents of Diamond or any amendment of any term of any outstanding security of INT'▇.▇▇▇Diamond; (e) Any incurrence, assumption or guarantee by INT'▇.▇▇▇ Diamond or any Subsidiary of any indebtedness for borrowed money other than in the ordinary course of business and in an aggregate amount exceeding $50,00035,000; (f) Any creation or assumption by INT'▇.▇▇▇ Diamond or any Subsidiary of any Lien on any asset in an aggregate amount exceeding $20,00010,000; (g) Any making of any loan, advance or capital contributions to, or investment in, any Person by INT'▇.▇▇▇ or any SubsidiaryPerson; (h) Any sale, lease, pledge, transfer or other disposition of any material capital asset; (i) Any material transaction or commitment made, or any material contract or agreement entered into, by INT'▇.▇▇▇ Diamond or any Subsidiary relating to its assets or business (including the acquisition or disposition of any assets) with a value of $100,000 50,000 or more or any relinquishment by INT'▇.▇▇▇ Diamond or any Subsidiary of any contract or other right with a value of $100,000 50,000 or more; (j) Any (A) grant of any severance or termination pay to any director, officer or employee of INT'▇.▇▇▇ Diamond or any Subsidiary, (B) entering into of any employment, severance, management, consulting, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of INT'▇.▇▇▇ Diamond or any Subsidiary, (C) change in benefits payable under existing severance or termination pay policies or employment, severance, management, consulting or other similar agreements, (D) change in compensation, bonus or other benefits payable to directors, officers or employees of INT'▇.▇▇▇ Diamond or any Subsidiary in excess of 7% or (E) change in the payment or accrual policy with respect to any of the foregoing; (k) Any labor dispute or any activity or proceeding by a labor union or representative thereof to organize any employees of INT'▇.▇▇▇ Diamond or any Material INT'▇.▇▇▇ Subsidiary, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees of INT'▇.▇▇▇ Diamond or any Material INT'▇.▇▇▇ Subsidiary; (l) Any issuance or sale of any stock, bonds, phantom stock interest or other securities of which INT'▇.▇▇▇ Diamond or any Subsidiary is the issuer, or the grant, issuance or change of any stock options, warrants, or other rights to purchase securities of INT'▇.▇▇▇ Diamond or any Subsidiary or phantom stock interest in INT'▇.▇▇▇ Diamond or any Subsidiary other than issuances of common stock in connection with exercises of employee stock optionsSubsidiary; (m) Any cancellation of any debts or claims or waiver of any rights of substantial value in an aggregate amount exceeding reserves in the Financial Statements by $50,000 or more35,000; (n) Any sale, assignment or transfer of any INT'▇.▇▇▇ Diamond Intellectual PropertyProperty or other similar assets, including licenses therefor; (o) Any capital expenditures, or commitment to make any capital expenditures, for additions to property, plant or equipment in an aggregate amount exceeding $50,000; (p) Payment of any amounts to, or liability incurred to or in respect of, or sale of any properties or assets (real, personal or mixed, tangible or intangible) to, or any transaction or any agreement or arrangement with, any corporation or business in which Diamond or any Subsidiary or any of their corporate officers or directors, or any "affiliate" or "associate" (as such terms are defined in the rules and regulations promulgated under the Securities Act of 1933, as amended (the "Securities Act") of any such Person, has any -------------- direct or indirect ownership interests; or (pq) Any agreement undertaking or commitment to do any of the foregoing.

Absence of Certain Changes and Events. Except for liabilities incurred in connection with this Agreement and From the transactions contemplated hereby, from the Unaudited Balance Sheet Date, there has not been: (a) Any transaction involving more than $50,000 25,000 entered into by INT'▇.▇▇▇ or any Subsidiary Celsys other than in the ordinary course of business; any change (or any development or combination of developments of which INT'▇.▇▇▇ or any Subsidiary Celsys has knowledge which is reasonably likely to result in such a change) in INT'▇.▇▇▇'s Celsys’s Business Condition, other than changes in the ordinary course of business which in the aggregate have not been and are not expected to be materially adverse to INT'▇.▇▇▇'s Celsys’s Business Condition; or, without limiting the foregoing, any loss of or damage to any of the properties of INT'▇.▇▇▇ or any Subsidiary Celsys due to fire or other casualty or other loss, whether or not insured, amounting to more than $50,000 25,000 in the aggregate; (b) Any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of INT'▇.▇▇▇ or any SubsidiaryCelsys, or any repurchase, redemption, retirement or other acquisition by INT'▇.▇▇▇ or any Subsidiary Celsys of any outstanding shares of capital stock, any INT'▇.▇▇▇ Celsys Option, or other securities of, or other equity or ownership interests in, INT'▇.▇▇▇ or any SubsidiaryCelsys; (c) Any discharge or satisfaction of any Lien or payment or satisfaction of any obligation or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) other than current liabilities shown on the Unaudited Balance Sheets Sheet, including, without limitation, deferred fees owed to Celsys’ counsel, and current liabilities incurred since the Unaudited Balance Sheet Date in the ordinary course of business and consistent with past practice (“ordinary course of business”); (d) Any change in the Charter Documents of Celsys or any amendment of any term of any outstanding security of INT'▇.▇▇▇Celsys; (e) Any incurrence, assumption or guarantee by INT'▇.▇▇▇ or any Subsidiary Celsys of any indebtedness for borrowed money other than in the ordinary course of business and in an aggregate amount exceeding $50,00025,000; (f) Any creation or assumption by INT'▇.▇▇▇ or any Subsidiary Celsys of any Lien on any asset in an aggregate amount exceeding $20,000asset; (g) Any making of any loan, advance or capital contributions to, or investment in, any Person by INT'▇.▇▇▇ or any SubsidiaryPerson; (h) Any sale, lease, pledge, transfer or other disposition of any material capital asset; (i) Any material transaction or commitment made, or any material contract or agreement entered into, by INT'▇.▇▇▇ or any Subsidiary Celsys relating to its assets or business (including the acquisition or disposition of any assets) with a value of $100,000 or more or any relinquishment by INT'▇.▇▇▇ or any Subsidiary Celsys of any contract or other right with a value of $100,000 or moreright; (j) Any (A) grant of any severance or termination pay to any director, officer or employee of INT'▇.▇▇▇ or any Subsidiary, (B) entering into of any employment, severance, management, consulting, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of INT'▇.▇▇▇ or any Subsidiary, (C) change in benefits payable under existing severance or termination pay policies or employment, severance, management, consulting or other similar agreements, (D) change in compensation, bonus or other benefits payable to directors, officers or employees of INT'▇.▇▇▇ or any Subsidiary in excess of 7% or (E) change in the payment or accrual policy with respect to any of the foregoing; (k) Any labor dispute or any activity or proceeding by a labor union or representative thereof to organize any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ Subsidiary, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ Subsidiary; (l) Any issuance or sale of any stock, bonds, phantom stock interest or other securities of which INT'▇.▇▇▇ or any Subsidiary is the issuer, or the grant, issuance or change of any stock options, warrants, or other rights to purchase securities of INT'▇.▇▇▇ or any Subsidiary or phantom stock interest in INT'▇.▇▇▇ or any Subsidiary other than issuances of common stock in connection with exercises of employee stock options; (m) Any cancellation of any debts or claims or waiver of any rights in an aggregate amount exceeding reserves in the Financial Statements by $50,000 or more; (n) Any sale, assignment or transfer of any INT'▇.▇▇▇ Intellectual Property, including licenses therefor; (o) Any capital expenditures, or commitment to make any capital expenditures, for additions to property, plant or equipment in an aggregate amount exceeding $50,000; or (p) Any agreement undertaking or commitment to do any of the foregoing.

Absence of Certain Changes and Events. Except for liabilities incurred in connection with this Agreement and From the transactions contemplated hereby, from the Audited Balance Sheet Date, there has not been: (a) Any transaction involving more than $50,000 100,000 entered into by INT'▇.▇▇▇ or any Subsidiary DA other than in the ordinary course of businessbusiness and consistent with past practice ("ORDINARY COURSE OF BUSINESS"); any change (or any development or combination of developments of which INT'▇.▇▇▇ or any Subsidiary DA has knowledge which is reasonably likely to result in such a change) in INT'▇.▇▇▇DA's Business Condition, other than changes in the ordinary course of business which in the aggregate have not been and are not expected to be materially adverse to INT'▇.▇▇▇DA's Business Condition; or, without limiting the foregoing, any loss of or damage to any of the properties of INT'▇.▇▇▇ or any Subsidiary DA due to fire or other casualty or other loss, whether or not insured, amounting to more than $50,000 in the aggregate; (b) Any Except for the dividend described in Section 3.2(a), any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of INT'▇.▇▇▇ or any SubsidiaryDA, or any repurchase, redemption, retirement or other acquisition by INT'▇.▇▇▇ or any Subsidiary DA of any outstanding shares of capital stock, any INT'▇.▇▇▇ DA Option, or other securities of, or other equity or ownership interests in, INT'▇.▇▇▇ or any SubsidiaryDA; (c) Any discharge or satisfaction of any Lien or payment or satisfaction of any obligation or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) other than current liabilities shown on the Unaudited Balance Sheets Sheet and current liabilities incurred since the Unaudited Balance Sheet Date in the ordinary course of businessbusiness and consistent with past practice ("ORDINARY COURSE OF BUSINESS"); (d) Any change in the Charter Documents of DA or any amendment of any term of any outstanding security of INT'▇.▇▇▇DA; (e) Any incurrence, assumption or guarantee by INT'▇.▇▇▇ or any Subsidiary DA of any indebtedness for borrowed money other than in the ordinary course of business and in an aggregate amount exceeding $50,000; (f) Any creation or assumption by INT'▇.▇▇▇ or any Subsidiary DA of any Lien on any asset in an aggregate amount exceeding $20,000asset; (g) Any making of any loan, advance or capital contributions to, or investment in, any Person by INT'▇.▇▇▇ or any SubsidiaryPerson; (h) Any sale, lease, pledge, transfer or other disposition of any material capital asset; (i) Any material transaction or commitment made, or any material contract or agreement entered into, by INT'▇.▇▇▇ or any Subsidiary DA relating to its assets or business (including the acquisition or disposition of any assets) with a value of $100,000 or more or any relinquishment by INT'▇.▇▇▇ or any Subsidiary DA of any contract or other right with a value of $100,000 or moreright; (j) Any (A) grant of any severance or termination pay to any director, officer or employee of INT'▇.▇▇▇ or any SubsidiaryDA, (B) entering into of any employment, severance, management, consulting, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of INT'▇.▇▇▇ or any SubsidiaryDA, (C) change in benefits payable under existing severance or termination pay policies or employment, severance, management, consulting or other similar agreements, (D) change in compensation, bonus or other benefits payable to directors, officers or employees of INT'▇.▇▇▇ or any Subsidiary in excess of 7% DA or (E) change in the payment or accrual policy with respect to any of the foregoing; (k) Any labor dispute or any activity or proceeding by a labor union or representative thereof to organize any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ SubsidiaryDA, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ SubsidiaryDA; (l) Any notes or accounts receivable or portions thereof written off by DA as uncollectible in an aggregate amount exceeding $50,000; (m) Any issuance or sale of any stock, bonds, phantom stock interest or other securities of which INT'▇.▇▇▇ or any Subsidiary DA is the issuer, or the grant, issuance or change of any stock options, warrants, or other rights to purchase securities of INT'▇.▇▇▇ or any Subsidiary DA or phantom stock interest in INT'▇.▇▇▇ or any Subsidiary other than issuances of common stock in connection with exercises of employee stock optionsDA; (mn) Any cancellation of any debts or claims or waiver of any rights of substantial value in an aggregate amount exceeding reserves in the Financial Statements by $50,000 or more50,000; (no) Any sale, assignment or transfer of any INT'▇.▇▇▇ DA Intellectual PropertyProperty or other similar assets, including licenses therefor, except licenses entered into in the ordinary course of business; (op) Any capital expenditures, or commitment to make any capital expenditures, for additions to property, plant or equipment in an aggregate amount exceeding $50,000; (q) Payment of any amounts to, or liability incurred to or in respect of, or sale of any properties or assets (real, personal or mixed, tangible or intangible) to, or any transaction or any agreement or arrangement with, any corporation or business in which DA or any of its corporate officers or directors, or any "affiliate" or "associate" (as such terms are defined in the rules and regulations promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT") of any such Person, has any direct or indirect ownership interests; or (pr) Any agreement undertaking or commitment to do any of the foregoing.

Absence of Certain Changes and Events. Except for liabilities incurred in connection with this Agreement and as set forth on Section 7.9 of the transactions contemplated herebyAdcare Disclosure Schedule, from since the date of the Adcare Reference Balance Sheet DateSheet, there has not been: (a) Any transaction involving more than $50,000 entered into by INT'▇.▇▇▇ or any Subsidiary other than material adverse change in the ordinary course financial condition, operations, business prospects, employee relations, customer relations, assets, liabilities (accrued, absolute, contingent, or otherwise) or income of business; any change (Adcare, or any development or combination the business of developments of which INT'▇.▇▇▇ or any Subsidiary has knowledge which is reasonably likely to result in such a change) in INT'▇.▇▇▇'s Business ConditionAdcare, other than changes in from that shown on the ordinary course of business which in the aggregate have not been and are not expected to be materially adverse to INT'▇.▇▇▇'s Business Condition; or, without limiting the foregoing, any loss of or damage to any of the properties of INT'▇.▇▇▇ or any Subsidiary due to fire or other casualty or other loss, whether or not insured, amounting to more than $50,000 in the aggregateFinancial Statements; (b) Any declaration, setting aside aside, or payment of any dividend or other distribution with in respect to any shares of capital stock of INT'▇.▇▇▇ or any Subsidiarythe equity interests in Adcare, or any repurchase, direct or indirect redemption, retirement purchase, or any other acquisition by INT'▇.▇▇▇ or any Subsidiary of any outstanding shares of capital stock, any INT'▇.▇▇▇ Option, or other securities of, or other equity or ownership interests in, INT'▇.▇▇▇ or any Subsidiarysuch interests; (c) Any discharge borrowing of, or satisfaction of agreement to borrow any Lien funds or payment or satisfaction of any obligation debt, obligation, or liability (absolute or contingent) incurred by Adcare (whether absolute, accrued, contingent or otherwise and whether due or to become duenot presently outstanding) other than except current liabilities shown on the Balance Sheets incurred, and current liabilities incurred since the Balance Sheet Date obligations under agreements entered into in the ordinary course of business; (d) Any creation or assumption by Adcare of any Encumbrance, other than a Permitted Encumbrance, on any material Asset; (e) Any sale, assignment, or transfer of Adcare’s assets, except in the ordinary course of business, any cancellation of any debts or claims owed to Adcare, any capital expenditures or commitments therefore exceeding in the aggregate $15,000, any damage, destruction or casualty loss exceeding in the aggregate $15,000 (whether or not covered by insurance), or any charitable contributions or pledges; (f) Any amendment or termination of any Contracts to which Adcare is or was a party or to which any Assets of Adcare are or were subject, which amendment or termination has had, or may be reasonably expected to have, a Material Adverse Effect on Adcare; or (g) any split, combination, reclassification or other amendment of any material term of any outstanding security of INT'▇.▇▇▇Adcare; (eh) Any incurrence, assumption or guarantee by INT'▇.▇▇▇ or any Subsidiary making of any indebtedness material loan, advance or capital contribution to any Person; (i) any compromise, relinquishment, settlement or waiver by Adcare of a valuable right or material debt owed to it in excess of $25,000; (j) any resignation or termination of employment of any key employee or executive officer of Adcare and, Adcare has not received written notice of any such pending resignation or termination; (k) except for borrowed money other than regularly scheduled increases in compensation or bonuses for non-professional level employees, in each case in the ordinary course of business and consistent with past practice, any material change in an aggregate amount exceeding $50,000the rate of compensation, commission, bonus or other direct or indirect remuneration payable or to become payable to any director, officer or employees or agreement or binding promise (orally or otherwise) to pay, conditionally or otherwise, any bonus or extra compensation or other employee benefit to any of such directors, officers or employees or severance; (fl) Any creation any employment or assumption by INT'▇.▇▇▇ severance agreement with or any Subsidiary for the benefit of any Lien on any asset in an aggregate amount exceeding $20,000; (g) Any making of any loan, advance or capital contributions to, or investment in, any Person by INT'▇.▇▇▇ or any Subsidiary; (h) Any sale, lease, pledge, transfer or other disposition of any material capital asset; (i) Any material transaction or commitment made, or any material contract or agreement entered into, by INT'▇.▇▇▇ or any Subsidiary relating to its assets or business (including the acquisition or disposition of any assets) with a value of $100,000 or more or any relinquishment by INT'▇.▇▇▇ or any Subsidiary of any contract or other right with a value of $100,000 or more; (j) Any (A) grant of any severance or termination pay to any director, officer or employee of INT'▇.▇▇▇ or any Subsidiary, (B) entering into of any employment, severance, management, consulting, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of INT'▇.▇▇▇ or any Subsidiary, (C) change in benefits payable under existing severance or termination pay policies or employment, severance, management, consulting or other similar agreements, (D) change in compensation, bonus or other benefits payable to directors, officers or employees of INT'▇.▇▇▇ or any Subsidiary in excess of 7% or (E) change in the payment or accrual policy with respect to any of the foregoing; (k) Any labor dispute or any activity or proceeding by a labor union or representative thereof to organize any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ Subsidiary, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ Subsidiary; (l) Any issuance or sale of any stock, bonds, phantom stock interest or other securities of which INT'▇.▇▇▇ or any Subsidiary is the issuer, or the grant, issuance or change of any stock options, warrants, or other rights to purchase securities of INT'▇.▇▇▇ or any Subsidiary or phantom stock interest in INT'▇.▇▇▇ or any Subsidiary other than issuances of common stock in connection with exercises of employee stock optionsAdcare; (m) Any cancellation any change in accounting methods, principles or practices of any debts Adcare affecting its Assets, Liabilities or claims or waiver of any rights in an aggregate amount exceeding reserves in the Financial Statements business, except immaterial changes permitted by $50,000 or moreGAAP; (n) Any sale, assignment any claim of wrongful discharge or transfer of any INT'▇.▇▇▇ Intellectual Property, including licenses thereforother unlawful labor practice or action with respect to Adcare; (o) Any capital expendituresany material revaluation by Adcare of any of its Assets; (p) any material change or modification of any of the credit, collection or commitment payment policies, procedures or practices of Adcare, including acceleration of collections of receivables, failure to make or delay in making collections of receivables, acceleration of payment of payables or other Liabilities or failure to pay or delay in payment of payables or other Liabilities; (q) any capital expenditures, for additions material discount activity with customers of Adcare that has accelerated or would accelerate to property, plant pre-Closing periods sales that would otherwise in the ordinary course of business consistent with past practices be expected to occur in post-Closing periods; (r) any settlement or equipment compromise of any Action involving in an aggregate amount exceeding excess of $50,000; or (ps) Any other material transaction by Adcare outside the ordinary course of business or any other event or condition pertaining to, and that has or reasonably would be expected to have a Material Adverse Effect on Adcare. (t) any agreement undertaking by Adcare or commitment any officer or employees thereof to do any of the foregoingthings described in the preceding clauses (a) through (s) (other than negotiations with Family and its representatives regarding the transactions contemplated by this Agreement).

Absence of Certain Changes and Events. Except for liabilities incurred as set forth in connection with this Agreement and Section ------------------------------------- 3.8 of the transactions contemplated hereby, from Horizon Disclosure Schedule. Since the Unaudited Balance Sheet Date, there has not been: (a) Any transaction involving more than $50,000 entered into by INT'▇.▇▇▇ or any Subsidiary Horizon other than in the ordinary course of businessbusiness and consistent with past practice ("Ordinary Course of Business"); any change (or any development or --------------------------- combination of developments of which INT'▇.▇▇▇ or any Subsidiary Horizon has knowledge which is reasonably likely to result in such a change) in INT'▇.▇▇▇Horizon's Business Condition, other than changes in the ordinary course of business which in the aggregate have not been and are not expected to be materially adverse to INT'▇.▇▇▇Horizon's Business Condition; or, without limiting the foregoing, any loss of or damage to any of the properties of INT'▇.▇▇▇ or any Subsidiary Horizon due to fire or other casualty or other loss, whether or not insured, amounting to more than $50,000 in the aggregate; (b) Any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of INT'▇.▇▇▇ or any SubsidiaryHorizon, or any repurchase, redemption, retirement or other acquisition by INT'▇.▇▇▇ or any Subsidiary Horizon of any outstanding shares of capital stock, any INT'▇.▇▇▇ Horizon Option, or other securities of, or other equity or ownership interests in, INT'▇.▇▇▇ or any SubsidiaryHorizon; (c) Any discharge or satisfaction of any Lien or payment or satisfaction of any obligation or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) other than current liabilities shown on the Unaudited Balance Sheets Sheet and current liabilities incurred since the Unaudited Balance Sheet Date in the ordinary course of business; (d) Any change in the Charter Documents of Horizon or any amendment of any term of any outstanding security of INT'▇.▇▇▇Horizon, other than the issuance of 70.94014 shares of Horizon Common Stock immediately prior to the Closing and pursuant to Stock Award Agreements disclosed in Section 3.17 of the Horizon Disclosure Schedule; (e) Any incurrence, assumption or guarantee by INT'▇.▇▇▇ or any Subsidiary Horizon of any indebtedness for borrowed money other than in the ordinary course of business and in an aggregate amount exceeding $50,000; (f) Any creation or assumption by INT'▇.▇▇▇ or any Subsidiary Horizon of any Lien on any asset in an aggregate amount exceeding $20,000asset; (g) Any making of any loan, advance or capital contributions to, or investment in, any Person by INT'▇.▇▇▇ or any SubsidiaryPerson; (h) Any sale, lease, pledge, transfer or other disposition of any material capital asset; (i) Any material transaction or commitment made, or any material contract or agreement entered into, by INT'▇.▇▇▇ or any Subsidiary Horizon relating to its assets or business (including the acquisition or disposition of any assets) with a value of $100,000 or more or any relinquishment by INT'▇.▇▇▇ or any Subsidiary Horizon of any contract or other right with a value of $100,000 or moreright; (j) Any Other than in connection with the transactions contemplated by this Agreement, any (A) grant of any severance or termination pay to any director, officer or employee of INT'▇.▇▇▇ or any SubsidiaryHorizon, (B) entering into of any employment, severance, management, consulting, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of INT'▇.▇▇▇ or any SubsidiaryHorizon, (C) change in benefits payable under existing severance or termination pay policies or employment, severance, management, consulting or other similar agreements, (D) change in compensation, bonus or other benefits payable to directors, officers or employees of INT'▇.▇▇▇ or any Subsidiary in excess of 7% Horizon or (E) change in the payment or accrual policy with respect to any of the foregoing; (k) Any labor dispute or any activity or proceeding by a labor union or representative thereof to organize any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ SubsidiaryHorizon, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ SubsidiaryHorizon; (l) Any notes or accounts receivable or portions thereof written off by Horizon as uncollectible in an aggregate amount exceeding $50,000; (m) Other than the issuance of 70.94014 shares of Horizon Common Stock to Stockholders on the Closing Date immediately prior to the Closing, any issuance or sale of any stock, bonds, phantom stock interest or other securities of which INT'▇.▇▇▇ or any Subsidiary Horizon is the issuer, or the grant, issuance or change of any stock options, warrants, or other rights to purchase securities of INT'▇.▇▇▇ or any Subsidiary Horizon or phantom stock interest in INT'▇.▇▇▇ or any Subsidiary other than issuances of common stock in connection with exercises of employee stock optionsHorizon; (m) Any cancellation of any debts or claims or waiver of any rights in an aggregate amount exceeding reserves in the Financial Statements by $50,000 or more; (n) Any sale, assignment or transfer of any INT'▇.▇▇▇ Intellectual Property, including licenses therefor; (o) Any capital expenditures, or commitment to make any capital expenditures, for additions to property, plant or equipment in an aggregate amount exceeding $50,000; or (p) Any agreement undertaking or commitment to do any of the foregoing.

Absence of Certain Changes and Events. Except for liabilities incurred in connection with this Agreement and From the transactions contemplated hereby, from the Audited Balance Sheet Date, there has not been, except as reflected in the unaudited Financial Statements or Section 2.5 of the Xyz Disclosure Schedule, any of the following but only insofar as they relate to or may affect the Business or the Purchased Assets: (a) Any transaction involving more than $50,000 [●] [use appropriate dollar thresholds throughout] entered into by INT'▇.▇▇▇ or any Subsidiary Xyz other than in the ordinary course of business; any change (or any development or combination of developments of which INT'▇.▇▇▇ or any Subsidiary Xyz has knowledge which is reasonably likely to result in such a change) in INT'▇.▇▇▇'s Xyz’s Business Condition, other than changes in the ordinary course of business which in the aggregate have not been and are not expected to be materially adverse to INT'▇.▇▇▇'s Xyz’s Business Condition; or, without limiting the foregoing, any loss of or damage to any of the properties of INT'▇.▇▇▇ Purchased Assets or any Subsidiary otherwise affecting the Business due to fire or other casualty or other loss, whether or not insured, amounting to more than $50,000 [●] in the aggregate; (b) Any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of INT'▇.▇▇▇ or any Subsidiary, or any repurchase, redemption, retirement or other acquisition by INT'▇.▇▇▇ or any Subsidiary of any outstanding shares of capital stock, any INT'▇.▇▇▇ Option, or other securities of, or other equity or ownership interests in, INT'▇.▇▇▇ or any Subsidiary; (c) Any discharge or satisfaction of any Lien or payment or satisfaction of any obligation or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) other than current liabilities shown on the Audited Balance Sheets Sheet and current liabilities incurred since the Audited Balance Sheet Date in the ordinary course of business and consistent with past practice (“ordinary course of business“); (d) Any amendment of any term of any outstanding security of INT'▇.▇▇▇; (ec) Any incurrence, assumption or guarantee by INT'▇.▇▇▇ or any Subsidiary Xyz of any indebtedness for borrowed money money, other than in the ordinary course of business and in an aggregate amount exceeding $50,000[●]; (fd) Any creation or assumption by INT'▇.▇▇▇ or any Subsidiary Xyz of any Lien on any asset in an aggregate amount exceeding $20,000Purchased Asset; (g) Any making of any loan, advance or capital contributions to, or investment in, any Person by INT'▇.▇▇▇ or any Subsidiary; (he) Any sale, lease, pledge, transfer or other disposition of any material capital assetPurchased Asset; (if) Any material transaction or commitment made, or any material contract or agreement entered into, by INT'▇.▇▇▇ or any Subsidiary relating to its assets or business Xyz (including the acquisition or disposition of any assets) with a value of $100,000 or more or any relinquishment by INT'▇.▇▇▇ or any Subsidiary Xyz of any contract or other right with a value of $100,000 or moreright; (jg) Any (A) grant of any severance or termination pay to any director, officer or employee of INT'▇.▇▇▇ or any Subsidiaryemployee, (B) entering into of any employment, severance, management, consulting, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of INT'▇.▇▇▇ or any Subsidiaryemployee, (C) change in benefits payable under existing severance or termination pay policies or employment, severance, management, consulting or other similar agreements, (D) change in compensation, bonus or other benefits payable to directors, officers or employees of INT'▇.▇▇▇ or any Subsidiary in excess of 7% or (E) change in the payment or accrual policy with respect to any of the foregoing; (kh) Any labor dispute or any activity or proceeding by a labor union or representative thereof to organize any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ Subsidiaryemployees, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ Subsidiaryemployee terminations or layoffs out of the ordinary course of business; (li) Any issuance notes or sale of any stock, bonds, phantom stock interest accounts receivable or other securities of which INT'▇.▇▇▇ or any Subsidiary is the issuer, or the grant, issuance or change of any stock options, warrants, or other rights to purchase securities of INT'▇.▇▇▇ or any Subsidiary or phantom stock interest portions thereof written off by Xyz as uncollectible in INT'▇.▇▇▇ or any Subsidiary other than issuances of common stock in connection with exercises of employee stock optionsan aggregate amount exceeding $[●]; (mj) Any cancellation of any debts or claims or waiver of any rights of substantial value in an aggregate amount exceeding reserves in the Financial Statements by $50,000 or more[●]; (nk) Any sale, assignment or transfer of any INT'▇.▇▇▇ Xyz Intellectual PropertyProperty or other similar assets, including licenses therefor; (ol) Any capital expenditures, or commitment to make any capital expenditures, for additions to property, plant or equipment in an aggregate amount exceeding $50,000[●]; (m) Payment of any amounts to, or liability incurred to or in respect of, or sale of any properties or assets (real, personal or mixed, tangible or intangible) to, or any transaction or any agreement or arrangement with, any corporation or business in which Xyz or any of its corporate officers or directors, or any “affiliate” or “associate” (as such terms are defined in the rules and regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”) of any such Person, has any direct or indirect ownership interests; or (pn) Any agreement undertaking or commitment to do any of the foregoing.

Absence of Certain Changes and Events. Except for liabilities incurred in connection with this Agreement and From the transactions contemplated hereby, from the Unaudited Balance Sheet Date, there has not been: (a) Any transaction involving more than $50,000 25,000 entered into by INT'▇.▇▇▇ or any Subsidiary Celsys other than in the ordinary course of business; any change (or any development or combination of developments of which INT'▇.▇▇▇ or any Subsidiary Celsys has knowledge which is reasonably likely to result in such a change) in INT'▇.▇▇▇'s Celsys’s Business Condition, other than changes in the ordinary course of business which in the aggregate have not been and are not expected to be materially adverse to INT'▇.▇▇▇'s Celsys’s Business Condition; or, without limiting the foregoing, any loss of or damage to any of the properties of INT'▇.▇▇▇ or any Subsidiary Celsys due to fire or other casualty or other loss, whether or not insured, amounting to more than $50,000 25,000 in the aggregate; (b) Any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of INT'▇.▇▇▇ or any SubsidiaryCelsys, or any repurchase, redemption, retirement or other acquisition by INT'▇.▇▇▇ or any Subsidiary Celsys of any outstanding shares of capital stock, any INT'▇.▇▇▇ Celsys Option, or other securities of, or other equity or ownership interests in, INT'▇.▇▇▇ or any SubsidiaryCelsys; (c) Any discharge or satisfaction of any Lien or payment or satisfaction of any obligation or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) other than current liabilities shown on the Unaudited Balance Sheets Sheet, including, without limitation, deferred fees owed to Celsys’ counsel, and current liabilities incurred since the Unaudited Balance Sheet Date in the ordinary course of business and consistent with past practice (“ordinary course of business”); (d) Any change in the Charter Documents of Celsys or any amendment of any term of any outstanding security of INT'▇.▇▇▇Celsys; (e) Any incurrence, assumption or guarantee by INT'▇.▇▇▇ or any Subsidiary Celsys of any indebtedness for borrowed money other than in the ordinary course of business and in an aggregate amount exceeding $50,00025,000; (f) Any creation or assumption by INT'▇.▇▇▇ or any Subsidiary Celsys of any Lien on any asset in an aggregate amount exceeding $20,000asset; (g) Any making of any loan, advance or capital contributions to, or investment in, any Person by INT'▇.▇▇▇ or any SubsidiaryPerson; (h) Any sale, lease, pledge, transfer or other disposition of any material capital asset; (i) Any material transaction or commitment made, or any material contract or agreement entered into, by INT'▇.▇▇▇ or any Subsidiary Celsys relating to its assets or business (including the acquisition or disposition of any assets) with a value of $100,000 or more or any relinquishment by INT'▇.▇▇▇ or any Subsidiary Celsys of any contract or other right with a value of $100,000 or moreright; (j) Any (A) grant of any severance or termination pay to any director, officer or employee of INT'▇.▇▇▇ or any SubsidiaryCelsys, (B) entering into of any employment, severance, management, consulting, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of INT'▇.▇▇▇ or any SubsidiaryCelsys, (C) change in benefits payable under existing severance or termination pay policies or employment, severance, management, consulting or other similar agreements, (D) change in compensation, bonus or other benefits payable to directors, officers or employees of INT'▇.▇▇▇ or any Subsidiary in excess of 7% Celsys or (E) change in the payment or accrual policy with respect to any of the foregoing; (k) Any labor dispute or any activity or proceeding by a labor union or representative thereof to organize any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ SubsidiaryCelsys, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ SubsidiaryCelsys; (l1) Any issuance notes or sale of any stock, bonds, phantom stock interest accounts receivable or other securities of which INT'▇.▇▇▇ or any Subsidiary is the issuer, or the grant, issuance or change of any stock options, warrants, or other rights to purchase securities of INT'▇.▇▇▇ or any Subsidiary or phantom stock interest in INT'▇.▇▇▇ or any Subsidiary other than issuances of common stock in connection with exercises of employee stock options; (m) Any cancellation of any debts or claims or waiver of any rights in an aggregate amount exceeding reserves in the Financial Statements portions thereof written off by $50,000 or more; (n) Any sale, assignment or transfer of any INT'▇.▇▇▇ Intellectual Property, including licenses therefor; (o) Any capital expenditures, or commitment to make any capital expenditures, for additions to property, plant or equipment Celsys as uncollectible in an aggregate amount exceeding $50,000; or (p) Any agreement undertaking or commitment to do any of the foregoing.25,000;

Absence of Certain Changes and Events. Except for liabilities incurred as set forth in connection with this Agreement and ------------------------------------------ SCHEDULE 4.25, since the transactions contemplated hereby, from the Interim Balance Sheet Date, there CTSI has not beenoperated only in -------------- the Ordinary Course of Business, and has not: (a) Any transaction involving more than $50,000 entered into by INT'▇.▇▇▇ suffered any damage or any Subsidiary other than in the ordinary course of business; any change (or any development or combination of developments of which INT'▇.▇▇▇ or any Subsidiary has knowledge which is reasonably likely to result in such a change) in INT'▇.▇▇▇'s Business Condition, other than changes in the ordinary course of business which in the aggregate have not been and are not expected to be materially adverse to INT'▇.▇▇▇'s Business Condition; or, without limiting the foregoing, any loss of or damage to any of destruction adversely affecting the properties or business of INT'▇.▇▇▇ or any Subsidiary due to fire or other casualty or other loss, whether or not insured, amounting to more than $50,000 in the aggregateCTSI; (b) Any made any declaration, setting aside or payment of any dividend or other distribution of assets (whether in cash, stock or property) with respect to any shares of the capital stock of INT'▇.▇▇▇ or any SubsidiaryCTSI, except in accordance with the arrangement on SCHEDULE 4.23(g), or any repurchase, direct or indirect redemption, retirement purchase or other ----------------- acquisition by INT'▇.▇▇▇ of such stock, or otherwise made any payment of cash or any Subsidiary transfer of other assets, to Seller or CTSI; or transferred any outstanding shares of capital stockassets from any subsidiary to CTSI, any INT'▇.▇▇▇ Option, or other securities of, or other equity or ownership interests in, INT'▇.▇▇▇ subsidiary or any SubsidiaryRelated Company; or transferred any assets from any Related Company to CTSI; (c) Any discharge suffered any material adverse change in its working capital, assets, liabilities, financial condition, business prospects, or satisfaction relationships with any suppliers or customers listed on SCHEDULE 4.22; -------------- (d) except for customary increases based on term of service or regular promotion of non-officer employees, increased (or announced any Lien increase in) the compensation payable or to become payable to any employee, or increased (or announced any increase in) any bonus, insurance, pension or other employee benefit plan, payment or satisfaction of arrangement for such employees, or entered into or amended any employment, consulting, severance or similar agreement; (e) incurred, assumed or guaranteed any liability or obligation or liability (whether absolute, accrued, contingent or otherwise and whether due or to become dueotherwise) other than current liabilities shown on the Balance Sheets and current liabilities incurred since the Balance Sheet Date in the ordinary course of business; (d) Any amendment of any term of any outstanding security of INT'▇.▇▇▇; (e) Any incurrence, assumption or guarantee by INT'▇.▇▇▇ or any Subsidiary of any indebtedness for borrowed money other than in the ordinary course Ordinary Course of business and in an aggregate amount exceeding $50,000Business; (f) Any creation paid, discharged, satisfied or assumption by INT'▇.▇▇▇ renewed any claim, liability or any Subsidiary obligation other than payment in the Ordinary Course of any Lien on any asset in an aggregate amount exceeding $20,000Business; (g) Any making permitted any of its assets to be subjected to any mortgage, lien, security interest, restriction, charge or other encumbrance of any loan, advance or capital contributions to, or investment in, any Person by INT'▇.▇▇▇ or any Subsidiarykind except for Permitted Liens; (h) Any sale, lease, pledge, transfer cancelled or other disposition of forgiven any indebtedness or otherwise waived any material capital assetclaims or rights; (i) Any material transaction sold, transferred or commitment made, or any material contract or agreement entered into, by INT'▇.▇▇▇ or any Subsidiary relating to its assets or business (including the acquisition or disposition otherwise disposed of any of its assets) with a value , except in the Ordinary Course of $100,000 or more or any relinquishment by INT'▇.▇▇▇ or any Subsidiary of any contract or other right with a value of $100,000 or moreBusiness; (j) Any (A) grant of made any severance single capital expenditure or termination pay to any director, officer or employee of INT'▇.▇▇▇ or any Subsidiary, (B) entering into of any employment, severance, management, consulting, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of INT'▇.▇▇▇ or any Subsidiary, (C) change in benefits payable under existing severance or termination pay policies or employment, severance, management, consulting or other similar agreements, (D) change in compensation, bonus or other benefits payable to directors, officers or employees of INT'▇.▇▇▇ or any Subsidiary investment in excess of 7% or (E) change in the payment or accrual policy with respect to any of the foregoing$5,000.00; (k) Any labor dispute made any change in any method, practice or any activity principle of financial or proceeding by a labor union or representative thereof to organize any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ Subsidiary, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ Subsidiarytax accounting; (l) Any issuance 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 sale of any stockfailing to make all budgeted and other normal capital expenditures, bondsrepairs, phantom stock interest or other securities of which INT'▇.▇▇▇ or any Subsidiary is the issuer, or the grant, issuance or change of any stock options, warrants, or other rights to purchase securities of INT'▇.▇▇▇ or any Subsidiary or phantom stock interest in INT'▇.▇▇▇ or any Subsidiary other than issuances of common stock in connection with exercises of employee stock optionsimprovements and dispositions; (m) Any cancellation of paid, loaned, advanced, sold, transferred or leased any debts or claims or waiver of asset to any rights in an aggregate amount exceeding reserves in the Financial Statements by $50,000 or moreemployee, except for normal compensation involving salary and benefits; (n) Any saleissued or sold any of its capital stock or issued any warrant, assignment option or transfer other right to purchase shares of its capital stock, or any INT'▇.▇▇▇ Intellectual Property, including licenses thereforsecurity convertible into its capital stock; (o) Any capital expendituresentered into any material commitment or transaction, or commitment to make any capital expendituresother than in the Ordinary Course of Business, for additions to property, plant or equipment in an aggregate amount exceeding $50,000affecting the Business; or (p) Any agreement undertaking agreed in writing, or commitment otherwise, to do take any of the foregoingaction described in this Section.

Absence of Certain Changes and Events. Except for liabilities incurred in connection with this Agreement and the transactions contemplated hereby, from the Unaudited Balance Sheet Date, there has not been: (a) Any transaction involving more than $50,000 entered into by INT'▇.▇▇▇ or any Subsidiary other than in the ordinary course of business; any change (or any development or combination of developments of which INT'▇.▇▇▇ or any Subsidiary has knowledge which is reasonably likely to result in such a change) in INT'▇.▇▇▇'s Business Condition, other than changes in the ordinary course of business which in the aggregate have not been and are not expected to be materially adverse to INT'▇.▇▇▇'s Business Condition; or, without limiting the foregoing, any loss of or damage to any of the properties of INT'▇.▇▇▇ or any Subsidiary due to fire or other casualty or other loss, whether or not insured, amounting to more than $50,000 in the aggregate; (b) Any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of INT'▇.▇▇▇ or any Subsidiary, or any repurchase, redemption, retirement or other acquisition by INT'▇.▇▇▇ or any Subsidiary of any outstanding shares of capital stock, any INT'▇.▇▇▇ Option, or other securities of, or other equity or ownership interests in, INT'▇.▇▇▇ or any Subsidiary; (c) Any discharge or satisfaction of any Lien or payment or satisfaction of any obligation or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) other than current liabilities shown on the Unaudited Balance Sheets Sheet and current liabilities incurred since the Unaudited Balance Sheet Date in the ordinary course of business; (d) Any amendment of any term of any outstanding security of INT'▇.▇▇▇; (e) Any incurrence, assumption or guarantee by INT'▇.▇▇▇ or any Subsidiary of any indebtedness for borrowed money other than in the ordinary course of business and in an aggregate amount exceeding $50,000; (f) Any creation or assumption by INT'▇.▇▇▇ or any Subsidiary of any Lien on any asset in an aggregate amount exceeding $20,000; (g) Any making of any loan, advance or capital contributions to, or investment in, any Person by INT'▇.▇▇▇ or any Subsidiary; (h) Any sale, lease, pledge, transfer or other disposition of any material capital asset; (i) Any material transaction or commitment made, or any material contract or agreement entered into, by INT'▇.▇▇▇ or any Subsidiary relating to its assets or business (including the acquisition or disposition of any assets) with a value of $100,000 or more or any relinquishment by INT'▇.▇▇▇ or any Subsidiary of any contract or other right with a value of $100,000 or more; (j) Any (A) grant of any severance or termination pay to any director, officer or employee of INT'▇.▇▇▇ or any Subsidiary, (B) entering into of any employment, severance, management, consulting, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of INT'▇.▇▇▇ or any Subsidiary, (C) change in benefits payable under existing severance or termination pay policies or employment, severance, management, consulting or other similar agreements, (D) change in compensation, bonus or other benefits payable to directors, officers or employees of INT'▇.▇▇▇ or any Subsidiary in excess of 7% or (E) change in the payment or accrual policy with respect to any of the foregoing; (k) Any labor dispute or any activity or proceeding by a labor union or representative thereof to organize any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ Subsidiary, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ Subsidiary; (l) Any issuance or sale of any stock, bonds, phantom stock interest or other securities of which INT'▇.▇▇▇ or any Subsidiary is the issuer, or the grant, issuance or change of any stock options, warrants, or other rights to purchase securities of INT'▇.▇▇▇ or any Subsidiary or phantom stock interest in INT'▇.▇▇▇ or any Subsidiary other than issuances of common stock in connection with exercises of employee stock options; (m) Any cancellation of any debts or claims or waiver of any rights in an aggregate amount exceeding reserves in the Financial Statements by $50,000 or more; (n) Any sale, assignment or transfer of any INT'▇.▇▇▇ Intellectual Property, including licenses therefor; (o) Any capital expenditures, or commitment to make any capital expenditures, for additions to property, plant or equipment in an aggregate amount exceeding $50,000; or (p) Any agreement undertaking or commitment to do any of the foregoing.

Absence of Certain Changes and Events. Except for liabilities incurred as contemplated by this Agreement, since December 31, 2015, the business of each of VTI and VTI Subsidiaries has been conducted only in connection with this Agreement the Ordinary and the transactions contemplated hereby, from the Balance Sheet Date, Regular Course of business and there has not beenbeen any: (a) Any transaction involving more than $50,000 entered into by INT'▇.▇▇▇ or any Subsidiary other than change in the ordinary course authorized or issued shares of business; any change (or any development or combination of developments of which INT'▇.▇▇▇ or any Subsidiary has knowledge which is reasonably likely to result in such a change) in INT'▇.▇▇▇'s Business Condition, other than changes in the ordinary course of business which in the aggregate have not been and are not expected to be materially adverse to INT'▇.▇▇▇'s Business Condition; or, without limiting the foregoing, any loss of or damage to any of VTI and the properties VTI Subsidiaries or issuance of INT'▇.▇▇▇ any shares of its capital stock, grant of any equity option or right to purchase shares of any Subsidiary due to fire of VTI and the VTI Subsidiaries, issuance of security convertible into such equity, grant of any registration rights, purchase, redemption, retirement, or other casualty acquisition by any of VTI and the VTI Subsidiaries of any of its shares, or other loss, whether or not insured, amounting to more than $50,000 in the aggregate; (b) Any declaration, setting aside declaration or payment of any dividend or other distribution or payment with respect to any of its shares or equity; (b) prepayment or acceleration of capital stock of INT'▇.▇▇▇ or any Subsidiary, or any repurchase, redemption, retirement or other acquisition by INT'▇.▇▇▇ or any Subsidiary the payment of any outstanding shares debt of capital stock, any INT'▇.▇▇▇ Option, or other securities of, or other equity or ownership interests in, INT'▇.▇▇▇ or any Subsidiaryof VTI and the VTI Subsidiaries; (c) Any discharge or satisfaction amendment to the Governing Documents of any Lien or payment or satisfaction of any obligation or liability (whether absolute, accrued, contingent or otherwise VTI and whether due or to become due) other than current liabilities shown on the Balance Sheets and current liabilities incurred since the Balance Sheet Date in the ordinary course of businessVTI Subsidiaries; (d) Any amendment payment or increase (in either case, except in the Ordinary and Regular Course of business) by any of VTI and the VTI Subsidiaries of any term of bonuses, salaries, or other compensation to any outstanding security of INT'▇.▇▇▇shareholder, director or employee, or entry into any employment, severance, or similar Contract with any shareholder, director or employee, other than as prescribed under applicable Law or existing contracts; (e) Any incurrence, assumption damage to or guarantee by INT'▇.▇▇▇ destruction or any Subsidiary loss of any indebtedness for borrowed money other than in asset or property of any of VTI and the ordinary course of business and in an aggregate amount exceeding $50,000VTI Subsidiaries, whether or not covered by insurance, which may have a Material Adverse Effect on such company; (f) Any creation except in the Ordinary and Regular Course of business, entry into, modification or assumption by INT'▇.▇▇▇ termination, or receipt of written notice of termination of any Contract of any of VTI and the VTI Subsidiaries or any Subsidiary transaction involving a total remaining commitment by or to any of any Lien on any asset in an aggregate amount exceeding $20,000VTI and the VTI Subsidiaries of at least Twenty Million Pesos (₱20,000,000.00); (g) Any making sale, lease, or other disposition of any loanasset or property of any of VTI and the VTI Subsidiaries (except for intra-group sales, advance leases or capital contributions toother dispositions), or investment in, the creation of any Person by INT'▇.▇▇▇ Encumbrance on any material asset or on any Subsidiarymaterial asset or property of any of VTI and the VTI Subsidiaries; (h) Any sale, lease, pledge, transfer cancellation or other disposition waiver of any material capital assetclaims or rights with a value to any of VTI and the VTI Subsidiaries in excess of Twenty Million Pesos (₱20,000,000.00); (i) Any material transaction or commitment made, or any material contract or agreement entered into, by INT'▇.▇▇▇ or any Subsidiary relating to its assets or business (including change in the acquisition or disposition accounting methods used in respect of any assets) with a value of $100,000 or more or any relinquishment by INT'▇.▇▇▇ or any Subsidiary of any contract or other right with a value of $100,000 or more;VTI and the VTI Subsidiaries; or (j) Any (A) grant of any severance contract or termination pay to any director, officer or employee of INT'▇.▇▇▇ agreement by the Seller or any Subsidiary, (B) entering into of any employment, severance, management, consulting, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of INT'▇.▇▇▇ or any Subsidiary, (C) change in benefits payable under existing severance or termination pay policies or employment, severance, management, consulting or other similar agreements, (D) change in compensation, bonus or other benefits payable to directors, officers or employees of INT'▇.▇▇▇ or any Subsidiary in excess of 7% or (E) change in VTI and the payment or accrual policy with respect to any of the foregoing; (k) Any labor dispute or any activity or proceeding by a labor union or representative thereof to organize any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ Subsidiary, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ Subsidiary; (l) Any issuance or sale of any stock, bonds, phantom stock interest or other securities of which INT'▇.▇▇▇ or any Subsidiary is the issuer, or the grant, issuance or change of any stock options, warrants, or other rights to purchase securities of INT'▇.▇▇▇ or any Subsidiary or phantom stock interest in INT'▇.▇▇▇ or any Subsidiary other than issuances of common stock in connection with exercises of employee stock options; (m) Any cancellation of any debts or claims or waiver of any rights in an aggregate amount exceeding reserves in the Financial Statements by $50,000 or more; (n) Any sale, assignment or transfer of any INT'▇.▇▇▇ Intellectual Property, including licenses therefor; (o) Any capital expenditures, or commitment to make any capital expenditures, for additions to property, plant or equipment in an aggregate amount exceeding $50,000; or (p) Any agreement undertaking or commitment VTI Subsidiaries to do any of the foregoing.

Absence of Certain Changes and Events. Except for liabilities incurred in connection with as contemplated by this Agreement and the transactions contemplated herebyother Transaction Documents and except as disclosed in Section 3.8 of the Disclosure Schedule, from the Audited Balance Sheet Date, there has not been: (a) Any transaction involving more than $50,000 entered into by INT'▇.▇▇▇ or any Subsidiary other than material adverse change in the ordinary course of business; any change (or any development or combination of developments of which INT'▇.▇▇▇ or any Subsidiary has knowledge which is reasonably likely to result in such a change) in INT'▇.▇▇▇NextPoint's Business Condition, other than the continued incurrence of operating losses and changes in the ordinary course of business which in the aggregate have not been and are not expected to be materially adverse to INT'▇.▇▇▇NextPoint's Business Condition; or, without limiting the foregoing, any material loss of or material damage to any of the properties of INT'▇.▇▇▇ or any Subsidiary NextPoint due to fire or other casualty or other loss, whether or not insured, amounting to more than $50,000 20,000 in the aggregate; (b) Any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock or other security of INT'▇.▇▇▇ or any SubsidiaryNextPoint, or any repurchase, redemption, retirement or other acquisition by INT'▇.▇▇▇ or any Subsidiary NextPoint of any outstanding shares of NextPoint capital stock, any INT'▇.▇▇▇ Outstanding NextPoint Option, or other securities of, or other equity or ownership interests in, INT'▇.▇▇▇ or any SubsidiaryNextPoint; (c) Any discharge or satisfaction of any Lien or payment or satisfaction of any obligation or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) involving more than $15,000 other than current liabilities shown on the Unaudited Balance Sheets Sheet and current liabilities incurred since the Unaudited Balance Sheet Date in the ordinary course of businessbusiness and consistent with past practice ("ORDINARY COURSE OF BUSINESS"); (d) Any change in the Charter Documents of NextPoint or any amendment of any term of any outstanding security of INT'▇.▇▇▇NextPoint; (e) Any incurrence, assumption or guarantee by INT'▇.▇▇▇ or any Subsidiary NextPoint of any indebtedness for borrowed money other than in the ordinary course of business and in an aggregate amount exceeding $50,00010,000; (f) Any creation or assumption by INT'▇.▇▇▇ or any Subsidiary NextPoint of any Lien on any asset in an aggregate amount exceeding $20,000asset; (g) Any making of any loan, advance or capital contributions to, or investment in, any Person by INT'▇.▇▇▇ or any SubsidiaryPerson; (h) Any sale, lease, pledge, transfer or other disposition of any material capital asset; (i) Any Except in the ordinary course of business, any material transaction or commitment made, or any material contract or agreement entered into, by INT'▇.▇▇▇ or any Subsidiary NextPoint relating to its assets or business (including the acquisition or disposition of any material assets) with a value of $100,000 or more or any relinquishment by INT'▇.▇▇▇ or any Subsidiary NextPoint of any material contract or other right with a value of $100,000 or moreright; (j) Any (Ai) grant of any severance or termination pay to any director, officer or employee of INT'▇.▇▇▇ or any SubsidiaryNextPoint, (Bii) entering into of any employment, severance, management, consulting, deferred compensation or other similar agreement (or any material amendment to any such existing agreement) with any director, officer or employee of INT'▇.▇▇▇ or any SubsidiaryNextPoint (other than at will employment arrangements), (Ciii) material change in benefits payable under existing severance or termination pay policies or employment, severance, management, consulting or other similar agreements, (Div) material change in compensation, bonus or other benefits payable to directors, officers or employees of INT'▇.▇▇▇ or any Subsidiary in excess of 7% NextPoint or (Ev) change in the payment or accrual policy with respect to any of the foregoing; (k) Any labor dispute or any activity or proceeding by a labor union or representative thereof to organize any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ SubsidiaryNextPoint, or any lockouts, strikes, slowdowns, work stoppages or or, to the knowledge of NextPoint, threats thereof by or with respect to any employees of INT'▇.▇▇▇ NextPoint or any Material INT'▇.▇▇▇ Subsidiaryclaims of wrongful discharge, discrimination, or any other claim of unlawful employment action against NextPoint which would have, individually or in the aggregate, a material adverse effect on the Business Condition of NextPoint; (l) Any notes or accounts receivable or portions thereof written off by NextPoint as uncollectable in an aggregate amount exceeding $10,000, except where reserved for in the Unaudited Balance Sheet or the Special Balance Sheet; (m) Any issuance or sale of any stock, bonds, phantom stock interest or other securities of which INT'▇.▇▇▇ or any Subsidiary NextPoint is the issuer, or the grant, issuance or change of any stock options, warrants, or other rights to purchase securities of INT'▇.▇▇▇ or any Subsidiary NextPoint or phantom stock interest in INT'▇.▇▇▇ or any Subsidiary NextPoint other than issuances as described in Section 3.2(a) of common stock in connection with exercises of employee stock optionsthe Disclosure Schedule; (mn) Any cancellation of any debts or claims or waiver of any rights of substantial value in an aggregate amount exceeding reserves in the Financial Statements by $50,000 or more10,000; (no) Any sale, assignment or transfer of any INT'▇.▇▇▇ NextPoint Intellectual PropertyProperty or other similar assets, including licenses therefor, other than the grant of licenses in the ordinary course of business; (op) Any capital expenditures, or commitment to make any capital expenditures, for additions to property, plant or equipment in an aggregate amount exceeding $50,00020,000; (q) Payment of any amounts to, or liability incurred to or in respect of, or sale of any properties or assets (real, personal or mixed, tangible or intangible) to, or any transaction or any agreement or arrangement with, any corporation or business in which NextPoint or any of its corporate officers or directors, or any "affiliate" or "associate" (as such terms are defined in the rules and regulations promulgated under the Securities Act of any such Person, has any direct or indirect ownership interests; or (pr) Any change in any method of accounting or accounting practice by NextPoint; and (s) Any agreement undertaking or commitment to do any of the foregoing.

Absence of Certain Changes and Events. Except for liabilities incurred as set forth in connection with this Agreement and the transactions contemplated herebyDiamond SEC Reports, from the Balance Sheet Datesince September 30, 2000, there has not been: (a) Any transaction involving more than $50,000 35,000 entered into by INT'▇.▇▇▇ Diamond or any Subsidiary other than in the ordinary course of business; any change (or any development or combination of developments of which INT'▇.▇▇▇ Diamond or any Subsidiary has knowledge which is reasonably likely to result in such a change) in INT'▇.▇▇▇Diamond's Business Condition, other than changes in the ordinary course of business which in the aggregate have not been and are not expected to be materially adverse to INT'▇.▇▇▇Diamond's Business Condition; or, without limiting the foregoing, any loss of or damage to any of the properties of INT'▇.▇▇▇ Diamond or any Subsidiary due to fire or other casualty or other loss, whether or not insured, amounting to more than $50,000 35,000 in the aggregate; (b) Any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of INT'▇.▇▇▇ Diamond or any Subsidiary, or any repurchase, redemption, retirement or other acquisition by INT'▇.▇▇▇ Diamond or any Subsidiary of any outstanding shares of capital stock, any INT'▇.▇▇▇ Diamond Option, or other securities of, or other equity or ownership interests in, INT'▇.▇▇▇ Diamond or any Subsidiary; (c) Any discharge or satisfaction of any Lien or payment or satisfaction of any obligation or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) other than current liabilities shown on the Unaudited Balance Sheets Sheet and current liabilities incurred since the Unaudited Balance Sheet Date in the ordinary course of business and consistent with past practice ("ordinary course of business"); (d) Any change in the Charter Documents of Diamond or any amendment of any term of any outstanding security of INT'▇.▇▇▇Diamond; (e) Any incurrence, assumption or guarantee by INT'▇.▇▇▇ Diamond or any Subsidiary of any indebtedness for borrowed money other than in the ordinary course of business and in an aggregate amount exceeding $50,00035,000; (f) Any creation or assumption by INT'▇.▇▇▇ Diamond or any Subsidiary of any Lien on any asset in an aggregate amount exceeding $20,00010,000; (g) Any making of any loan, advance or capital contributions to, or investment in, any Person by INT'▇.▇▇▇ or any SubsidiaryPerson; (h) Any sale, lease, pledge, transfer or other disposition of any material capital asset; (i) Any material transaction or commitment made, or any material contract or agreement entered into, by INT'▇.▇▇▇ Diamond or any Subsidiary relating to its assets or business (including the acquisition or disposition of any assets) with a value of $100,000 50,000 or more or any relinquishment by INT'▇.▇▇▇ Diamond or any Subsidiary of any contract or other right with a value of $100,000 50,000 or more; (j) Any (A) grant of any severance or termination pay to any director, officer or employee of INT'▇.▇▇▇ Diamond or any Subsidiary, (B) entering into of any employment, severance, management, consulting, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of INT'▇.▇▇▇ Diamond or any Subsidiary, (C) change in benefits payable under existing severance or termination pay policies or employment, 19 severance, management, consulting or other similar agreements, (D) change in compensation, bonus or other benefits payable to directors, officers or employees of INT'▇.▇▇▇ Diamond or any Subsidiary in excess of 7% or (E) change in the payment or accrual policy with respect to any of the foregoing; (k) Any labor dispute or any activity or proceeding by a labor union or representative thereof to organize any employees of INT'▇.▇▇▇ Diamond or any Material INT'▇.▇▇▇ Subsidiary, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees of INT'▇.▇▇▇ Diamond or any Material INT'▇.▇▇▇ Subsidiary; (l) Any issuance or sale of any stock, bonds, phantom stock interest or other securities of which INT'▇.▇▇▇ Diamond or any Subsidiary is the issuer, or the grant, issuance or change of any stock options, warrants, or other rights to purchase securities of INT'▇.▇▇▇ Diamond or any Subsidiary or phantom stock interest in INT'▇.▇▇▇ Diamond or any Subsidiary other than issuances of common stock in connection with exercises of employee stock optionsSubsidiary; (m) Any cancellation of any debts or claims or waiver of any rights of substantial value in an aggregate amount exceeding reserves in the Financial Statements by $50,000 or more35,000; (n) Any sale, assignment or transfer of any INT'▇.▇▇▇ Diamond Intellectual PropertyProperty or other similar assets, including licenses therefor; (o) Any capital expenditures, or commitment to make any capital expenditures, for additions to property, plant or equipment in an aggregate amount exceeding $50,000; (p) Payment of any amounts to, or liability incurred to or in respect of, or sale of any properties or assets (real, personal or mixed, tangible or intangible) to, or any transaction or any agreement or arrangement with, any corporation or business in which Diamond or any Subsidiary or any of their corporate officers or directors, or any "affiliate" or "associate" (as such terms are defined in the rules and regulations promulgated under the Securities Act of 1933, as amended (the "Securities Act") of any such Person, has any direct or indirect ownership interests; or (pq) Any agreement undertaking or commitment to do any of the foregoing.

Absence of Certain Changes and Events. Except for liabilities incurred in connection with this Agreement and From the transactions contemplated hereby, from the Unaudited Balance Sheet Date, there has not been: (a) Any transaction involving more than $50,000 entered into by INT'▇.▇▇▇ or any Subsidiary Adaytum other than in the ordinary course of business and consistent with past practice (“ordinary course of business”); any change (or any development or combination of developments of which INT'▇.▇▇▇ or any Subsidiary Adaytum has knowledge which is reasonably likely to result in such a change) in INT'▇.▇▇▇'s Adaytum’s Business Condition, other than changes in the ordinary course of business which in the aggregate have not been and are not expected to be materially adverse to INT'▇.▇▇▇'s Adaytum’s Business Condition; or, without limiting the foregoing, any loss of or damage to any of the properties properties, material assets, business or customers of INT'▇.▇▇▇ or any Subsidiary Adaytum due to fire or other casualty or other loss, whether or not insured, amounting to more than $50,000 in the aggregate; (b) Any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of INT'▇.▇▇▇ or any SubsidiaryAdaytum, or any repurchase, redemption, retirement or other acquisition by INT'▇.▇▇▇ or any Subsidiary Adaytum of any outstanding shares of capital stock, any INT'▇.▇▇▇ Adaytum Option, or other securities of, or other equity or ownership interests in, INT'▇.▇▇▇ or any SubsidiaryAdaytum; (c) Any discharge or satisfaction of any Lien or payment or satisfaction of any obligation or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) other than current liabilities shown on the Unaudited Balance Sheets Sheet and current liabilities incurred since the Unaudited Balance Sheet Date in the ordinary course of business; (d) Any change in the Charter Documents of Adaytum or any amendment of any term of any outstanding security of INT'▇.▇▇▇Adaytum (other than as contemplated by Section 9.2(m)); (e) Any incurrence, assumption or guarantee by INT'▇.▇▇▇ or any Subsidiary Adaytum of any indebtedness for borrowed money other than indebtedness incurred in the ordinary course of business and in an aggregate amount exceeding $50,000; (f) Any creation or assumption by INT'▇.▇▇▇ or any Subsidiary Adaytum of any Lien on any asset in an aggregate amount exceeding $20,000asset; (g) Any making of any loan, advance or capital contributions to, or investment in, any Person by INT'▇.▇▇▇ or any SubsidiaryPerson, other than in the ordinary course of business; (h) Any sale, lease, pledge, transfer or other disposition of any material capital asset; (i) Any material transaction or commitment made, or any material contract or agreement entered into, by INT'▇.▇▇▇ or any Subsidiary Adaytum relating to its assets or business (including the acquisition or disposition of any assets) with a value of $100,000 or more or any relinquishment by INT'▇.▇▇▇ or any Subsidiary Adaytum of any material contract or other right with a value of $100,000 or moreright; (j) Any (A) grant of any severance or termination pay to any director, officer or employee of INT'▇.▇▇▇ or any SubsidiaryAdaytum, (B) entering into of any employment, severance, management, consulting, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, director or officer or employee of INT'▇.▇▇▇ or any SubsidiaryAdaytum, (C) change in benefits payable under existing severance or termination pay policies or employment, severance, management, consulting or other similar agreements, (D) change in compensation, bonus or other benefits payable to directors, officers or employees of INT'▇.▇▇▇ or any Subsidiary in excess of 7% Adaytum or (E) change in the payment or accrual policy with respect to any of the foregoing; (k) Any labor dispute or any activity or proceeding by a labor union or representative thereof to organize any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ SubsidiaryAdaytum, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees of INT'▇.▇▇▇ Adaytum, including without limitation, charges of wrongful discharge or any Material INT'▇.▇▇▇ Subsidiaryother unlawful labor practices or actions; (l) Any notes or accounts receivable or portions thereof written off by Adaytum as uncollectible in an aggregate amount exceeding $50,000; (m) Any issuance or sale of any stock, bonds, phantom stock interest or other securities of which INT'▇.▇▇▇ or any Subsidiary Adaytum is the issuer, or the grant, issuance or change of any stock options, warrants, or other rights to purchase securities of INT'▇.▇▇▇ or any Subsidiary Adaytum or phantom stock interest in INT'▇.▇▇▇ or any Subsidiary other than issuances of common stock in connection with exercises of employee stock optionsAdaytum; (mo) Any cancellation of any debts or claims or waiver of any rights of substantial value in an aggregate amount exceeding reserves in the Financial Statements by $50,000 or more50,000; (np) Any sale, assignment or transfer of any INT'▇.▇▇▇ Adaytum Intellectual PropertyProperty or other similar assets, including licenses therefor, other than in the ordinary course of business; (oq) Any capital expenditures, or commitment to make any capital expenditures, for additions to property, plant or equipment in an aggregate amount exceeding $50,000; (r) Payment of any amounts to, or liability incurred to or in respect of, or sale of any properties or assets (real, personal or mixed, tangible or intangible) to, or any transaction or any agreement or arrangement with, any corporation or business in which Adaytum or any of its corporate officers or directors, or any “affiliate” or “associate” (as such terms are defined in the rules and regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) of any such Person, has any direct or indirect ownership interests (other than (i) ownership interests of not more than one percent (1%) of the outstanding shares of any class of stock of a corporation if such class of stock is regularly traded on a recognized national securities exchange or publicly traded in the over-the-counter market and (ii) ownership interests held, directly or indirectly, by the employer of any non-employee director or “affiliate” or “associate” of such director’s employer); or (ps) Any agreement undertaking or commitment to do any of the foregoing.

Absence of Certain Changes and Events. Except for liabilities incurred in connection with this Agreement and Since the transactions contemplated hereby, from the Unaudited Balance ------------------------------------- Sheet Date, there has not been: (a) Any transaction involving more than $50,000 entered into by INT'▇.▇▇▇ or any Subsidiary Alacrity other than in the ordinary course of businessbusiness and consistent with past practice ("Ordinary Course of Business"); any change (or any development or --------------------------- combination of developments of which INT'▇.▇▇▇ or any Subsidiary Alacrity has knowledge which is reasonably likely to result in such a change) in INT'▇.▇▇▇Alacrity's Business Condition, other than changes in the ordinary course of business which in the aggregate have not been and are not expected to be materially adverse to INT'▇.▇▇▇Alacrity's Business Condition; or, without limiting the foregoing, any loss of or damage to any of the properties of INT'▇.▇▇▇ or any Subsidiary Alacrity due to fire or other casualty or other loss, whether or not insured, amounting to more than $50,000 in the aggregate; (b) Any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of INT'▇.▇▇▇ or any SubsidiaryAlacrity, or any repurchase, redemption, retirement or other acquisition by INT'▇.▇▇▇ or any Subsidiary Alacrity of any outstanding shares of capital stock, any INT'▇.▇▇▇ Alacrity Option, or other securities of, or other equity or ownership interests in, INT'▇.▇▇▇ or any SubsidiaryAlacrity; (c) Any discharge or satisfaction of any Lien or payment or satisfaction of any obligation or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) other than current liabilities shown on the Unaudited Balance Sheets Sheet and current liabilities incurred since the Unaudited Balance Sheet Date in the ordinary course of business; (d) Any change in the Charter Documents of Alacrity or any amendment of any term of any outstanding security of INT'▇.▇▇▇Alacrity; (e) Any incurrence, assumption or guarantee by INT'▇.▇▇▇ or any Subsidiary Alacrity of any indebtedness for borrowed money other than in the ordinary course of business and in an aggregate amount exceeding $50,000; (f) Any creation or assumption by INT'▇.▇▇▇ or any Subsidiary Alacrity of any Lien on any asset in an aggregate amount exceeding $20,000asset; (g) Any making of any loan, advance or capital contributions to, or investment in, any Person by INT'▇.▇▇▇ or any SubsidiaryPerson; (h) Any sale, lease, pledge, transfer or other disposition of any material capital asset; (i) Any material transaction or commitment made, or any material contract or agreement entered into, by INT'▇.▇▇▇ or any Subsidiary Alacrity relating to its assets or business (including the acquisition or disposition of any assets) with a value of $100,000 or more or any relinquishment by INT'▇.▇▇▇ or any Subsidiary Alacrity of any contract or other right with a value of $100,000 or moreright; (j) Any (A) grant of any severance or termination pay to any director, officer or employee of INT'▇.▇▇▇ or any SubsidiaryAlacrity, (B) entering into of any employment, severance, management, consulting, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of INT'▇.▇▇▇ or any SubsidiaryAlacrity, (C) change in benefits payable under existing severance or termination pay policies or employment, severance, management, consulting or other similar agreements, (D) change in compensation, bonus or other benefits payable to directors, officers or employees of INT'▇.▇▇▇ or any Subsidiary in excess of 7% Alacrity or (E) change in the payment or accrual policy with respect to any of the foregoing; (k) Any labor dispute or any activity or proceeding by a labor union or representative thereof to organize any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ SubsidiaryAlacrity, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ SubsidiaryAlacrity; (l) Any notes or accounts receivable or portions thereof written off by Alacrity as uncollectible in an aggregate amount exceeding $50,000; (m) Any issuance or sale of any stock, bonds, phantom stock interest or other securities of which INT'▇.▇▇▇ or any Subsidiary Alacrity is the issuer, or the grant, issuance or change of any stock options, warrants, or other rights to purchase securities of INT'▇.▇▇▇ or any Subsidiary Alacrity or phantom stock interest in INT'▇.▇▇▇ or any Subsidiary other than issuances of common stock in connection with exercises of employee stock optionsAlacrity; (m) Any cancellation of any debts or claims or waiver of any rights in an aggregate amount exceeding reserves in the Financial Statements by $50,000 or more; (n) Any sale, assignment or transfer of any INT'▇.▇▇▇ Intellectual Property, including licenses therefor; (o) Any capital expenditures, or commitment to make any capital expenditures, for additions to property, plant or equipment in an aggregate amount exceeding $50,000; or (p) Any agreement undertaking or commitment to do any of the foregoing.

Absence of Certain Changes and Events. Except for liabilities incurred as set forth in connection with this Agreement and ----------------------------------------- SCHEDULE 4.25, since the transactions contemplated hereby, from the Interim Balance Sheet Date, there the Corporation has not been------------- operated only in the Ordinary Course of Business, and has not: (a) Any transaction involving more than $50,000 entered into by INT'▇.▇▇▇ suffered any material damage or destruction adversely affecting any Subsidiary other than in the ordinary course of business; any change (or any development or combination of developments of which INT'▇.▇▇▇ or any Subsidiary has knowledge which is reasonably likely to result in such a change) in INT'▇.▇▇▇'s Business Condition, other than changes in the ordinary course of business which in the aggregate have not been and are not expected to be materially adverse to INT'▇.▇▇▇'s Business Condition; or, without limiting the foregoing, any loss of or damage to any asset of the properties of INT'▇.▇▇▇ Corporation or any Subsidiary due to fire or other casualty or other loss, whether or not insured, amounting to more than $50,000 in the aggregateC&B Business; (b) Any made any declaration, setting aside or payment of any dividend or other distribution of assets (whether in cash, stock or property) with respect to any shares of the capital stock of INT'▇.▇▇▇ or any Subsidiarythe Corporation, or any repurchase, direct or indirect redemption, retirement purchase or other acquisition by INT'▇.▇▇▇ of stock, or otherwise made any payment of cash or any Subsidiary transfer of other assets, to Seller or any outstanding shares of capital stockRelated Company; or transferred any assets from any subsidiary to the Corporation, any INT'▇.▇▇▇ Option, or other securities of, or other equity or ownership interests in, INT'▇.▇▇▇ subsidiary or any SubsidiaryRelated Company; or transferred any assets from any Related Company to the Corporation; (c) Any discharge suffered any Material Adverse Change in its working capital, assets, liabilities, financial condition, business prospects, or satisfaction relationships with any suppliers or customers listed on SCHEDULE 4.22; --------------- (d) except for customary increases based on term of service or regular promotion of non-officer employees, increased (or announced any Lien increase in) the compensation payable or to become payable to any employee, or increased (or announced any increase in) any bonus, insurance, pension or other employee benefit plan, payment or satisfaction of arrangement for such employees, or entered into or amended any employment, consulting, severance or similar agreement; (e) incurred, assumed or guaranteed any liability or obligation or liability (whether absolute, accrued, contingent or otherwise and whether due or to become dueotherwise) other than current liabilities shown on the Balance Sheets and current liabilities incurred since the Balance Sheet Date in the ordinary course of business; (d) Any amendment of any term of any outstanding security of INT'▇.▇▇▇; (e) Any incurrence, assumption or guarantee by INT'▇.▇▇▇ or any Subsidiary of any indebtedness for borrowed money other than in the ordinary course Ordinary Course of business and in an aggregate amount exceeding $50,000Business; (f) Any creation paid, discharged, satisfied or assumption by INT'▇.▇▇▇ renewed any claim, liability or any Subsidiary obligation other than payment in the Ordinary Course of any Lien on any asset in an aggregate amount exceeding $20,000Business; (g) Any making permitted any of its assets to be subjected to any mortgage, lien, security interest, restriction, charge or other encumbrance of any loan, advance or capital contributions to, or investment in, any Person by INT'▇.▇▇▇ or any Subsidiarykind except for Permitted Liens; (h) Any sale, lease, pledge, transfer cancelled or other disposition of forgiven any indebtedness or otherwise waived any material capital assetclaims or rights; (i) Any material transaction sold, transferred or commitment made, or any material contract or agreement entered into, by INT'▇.▇▇▇ or any Subsidiary relating to its assets or business (including the acquisition or disposition otherwise disposed of any of its assets) with a value , except in the Ordinary Course of $100,000 or more or any relinquishment by INT'▇.▇▇▇ or any Subsidiary of any contract or other right with a value of $100,000 or moreBusiness; (j) Any (A) grant of made any severance single capital expenditure or termination pay to any director, officer or employee of INT'▇.▇▇▇ or any Subsidiary, (B) entering into of any employment, severance, management, consulting, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of INT'▇.▇▇▇ or any Subsidiary, (C) change in benefits payable under existing severance or termination pay policies or employment, severance, management, consulting or other similar agreements, (D) change in compensation, bonus or other benefits payable to directors, officers or employees of INT'▇.▇▇▇ or any Subsidiary investment in excess of 7% or (E) change in the payment or accrual policy with respect to any of the foregoing$100,000.00; (k) Any labor dispute made any change in any method, practice or any activity principle of financial or proceeding by a labor union or representative thereof to organize any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ Subsidiary, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ Subsidiarytax accounting; (l1) Any issuance or sale of any stockmanaged working capital components, bondsincluding cash, phantom stock interest or receivables, other securities of which INT'▇.▇▇▇ or any Subsidiary is the issuercurrent assets, or the granttrade payables and other current liabilities in a fashion inconsistent with past practice, issuance or change of any stock options, warrants, or including failing to sell inventory and other rights to purchase securities of INT'▇.▇▇▇ or any Subsidiary or phantom stock interest in INT'▇.▇▇▇ or any Subsidiary other than issuances of common stock in connection with exercises of employee stock options; (m) Any cancellation of any debts or claims or waiver of any rights property in an aggregate amount exceeding reserves in the Financial Statements by $50,000 orderly and prudent manner or more; (n) Any sale, assignment or transfer of any INT'▇.▇▇▇ Intellectual Property, including licenses therefor; (o) Any failing to make all budgeted and other normal capital expenditures, or commitment to make any capital expendituresrepairs, for additions to property, plant or equipment in an aggregate amount exceeding $50,000; or (p) Any agreement undertaking or commitment to do any of the foregoing.improvements and dispositions;

Absence of Certain Changes and Events. Except for liabilities incurred in connection with this Agreement and Since the transactions contemplated hereby, from date of the Unaudited Balance Sheet Date, there has not been, except as reflected in Section 2.7 of the Stealth Disclosure Schedule: (a) Any transaction involving more than $50,000 entered into by INT'▇.▇▇▇ or any Subsidiary Stealth other than in the ordinary course of business; any change (or any development or combination of developments of which INT'▇.▇▇▇ or any Subsidiary Stealth has knowledge which is reasonably likely to result in such a change) in INT'▇.▇▇▇'s Stealth’s Business Condition, other than changes in the ordinary course of business which in the aggregate have not been had and are not expected to be materially adverse to INT'▇.▇▇▇'s Business Conditionhave a Material Adverse Effect; or, without limiting the foregoing, any loss of or damage to any of the properties of INT'▇.▇▇▇ or any Subsidiary Stealth due to fire or other casualty or other physical loss, whether or not insured, amounting to more than $50,000 25,000 in the aggregate; (b) Any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of INT'▇.▇▇▇ or any SubsidiaryStealth, or any repurchase, redemption, retirement or other acquisition by INT'▇.▇▇▇ or any Subsidiary Stealth of any outstanding shares of capital stock, any INT'▇.▇▇▇ Stealth Option, or other securities of, or other equity or ownership interests in, INT'▇.▇▇▇ or any SubsidiaryStealth; (c) Any discharge or satisfaction of any Lien or payment or satisfaction of any obligation or liability (whether absolute, accrued, contingent or otherwise and whether due or to become due) other than current liabilities shown on the Unaudited Balance Sheets Sheet and current liabilities incurred since the Unaudited Balance Sheet Date in the ordinary course of business and consistent with past practice (“ordinary course of business”); (d) Any change in the Charter Documents of Stealth or any amendment of any term of any outstanding security of INT'▇.▇▇▇Stealth; (e) Any incurrence, assumption or guarantee by INT'▇.▇▇▇ or any Subsidiary Stealth of any indebtedness for borrowed money other than in the ordinary course of business and in an aggregate amount exceeding $50,00025,000; (f) Any creation or assumption by INT'▇.▇▇▇ or any Subsidiary Stealth of any Lien on any asset in an aggregate amount exceeding $20,000asset, except for any Permitted Liens (as hereinafter defined); (g) Any making of any loan, advance or capital contributions to, or investment in, any Person by INT'▇.▇▇▇ or any SubsidiaryPerson; (h) Any sale, lease, pledge, transfer or other disposition of any material capital asset; (i) Any material transaction or commitment made, or any material contract or agreement entered into, by INT'▇.▇▇▇ or any Subsidiary Stealth relating to its assets or business (including the acquisition or disposition of any assets) with a value of $100,000 or more or any relinquishment by INT'▇.▇▇▇ or any Subsidiary Stealth of any material contract or other right with a value material right, except in each case in the ordinary course of $100,000 or moreStealth’s business; (j) Any (A) grant of any severance or termination pay to any director, officer or employee of INT'▇.▇▇▇ or any SubsidiaryStealth, (B) entering into of any employment, severance, management, consulting, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of INT'▇.▇▇▇ or any SubsidiaryStealth, (C) change in benefits payable under existing severance or termination pay policies or employment, severance, management, consulting or other similar agreements, (D) change in compensation, bonus or other benefits payable to directors, officers or employees of INT'▇.▇▇▇ or any Subsidiary in excess of 7% Stealth or (E) change in the payment or accrual policy with respect to any of the foregoing; (k) Any labor dispute or any activity or proceeding by a labor union or representative thereof to organize any employees of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ SubsidiaryStealth, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees of INT'▇.▇▇▇ Stealth or any Material INT'▇.▇▇▇ Subsidiaryemployee terminations or layoffs out of the ordinary course of business; (l) Any notes or accounts receivable or portions thereof written off by Stealth as uncollectible in an aggregate amount exceeding $25,000; (m) Any issuance or sale of any stock, bonds, phantom stock interest or other securities of which INT'▇.▇▇▇ or any Subsidiary Stealth is the issuer, or the grant, issuance or change of any stock options, warrants, or other rights to purchase securities of INT'▇.▇▇▇ or any Subsidiary Stealth or phantom stock interest in INT'▇.▇▇▇ or any Subsidiary other than issuances of common stock in connection with exercises of employee stock optionsStealth; (mn) Any cancellation of any debts or claims or waiver of any rights of substantial value in an aggregate amount exceeding reserves in the Financial Statements by $50,000 or more25,000; (no) Any sale, assignment or transfer of any INT'▇.▇▇▇ Stealth Intellectual Property, including licenses therefor; (op) Any capital expenditures, or commitment to make any capital expenditures, for additions to property, plant or equipment in an aggregate amount exceeding $50,00025,000; (q) Payment of any amounts to, or liability incurred to or in respect of, or sale of any properties or assets (real, personal or mixed, tangible or intangible) to, or any transaction or any agreement or arrangement with, any corporation or business in which Stealth or any of its corporate officers or directors, or any “affiliate” or “associate” (as such terms are defined in the rules and regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”) of any such Person, has any direct or indirect ownership interests; or (pr) Any agreement agreement, undertaking or commitment to do any of the foregoing.