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

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto, since the date of the PRCO Balance Sheet, PRCO has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, and there has not been any: i. change in the authorized or issued capital stock of PRCO; grant of any stock option or right to purchase shares of capital stock of PRCO; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. amendment to the Organizational Documents of PRCO; iii. damage to or destruction or loss of any asset or property of PRCO, whether or not covered by insurance or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCO; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. entry into, termination of, or receipt of written notice of termination of any (i) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transaction; vii. sale, lease, or other disposition of any asset or property of PRCO or mortgage, pledge, or imposition of any lien or other encumbrance on any asset or property of PRCO; viii. cancellation or waiver of any claims or rights with a value to PRCO in excess of $10,000; ix. material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO Debentures; or xii. agreement, whether oral or written, by PRCO to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretothe Reports, since the date of the PRCO most recent Company Balance SheetSheets, PRCO has except as heretofore set forth, the Company and the Subsidiaries and Acquisition, since the date of its inception, have conducted its their business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business and other than as contemplated by this Agreement or operations, and the Contemplated Transactions there has not been any: i. change in the authorized or issued capital of the Company, including the Company Common Stock or the authorized or issued capital stock of PRCOAcquisition and the Subsidiaries; grant of any stock option or right to purchase shares of capital stock of PRCOthe Company; issuance of any equity lines of credit, security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. amendment to the Organizational Documents of PRCOthe Company, Acquisition or the Subsidiaries; iii. damage to or destruction or loss of any material asset or property of PRCOthe Company, Acquisition or the Subsidiaries, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOcausing a Material Adverse Effect; iv. receipt of notice that any of its their substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCOMaterial Adverse Effect; v. entry into any transaction other than in the Ordinary Course of Business; vi. entry into, termination of, or receipt of written notice of termination of any material (i) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transaction; vii. salesale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO the Company, Acquisition or the Subsidiaries or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOthe Company, Acquisition or the Subsidiaries; viii. cancellation or waiver of any claims or rights with a value to PRCO the Company in excess of $10,000; ix. material change in the accounting methods used by PRCO; x. accrual the Company, Acquisition or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesSubsidiaries; or xii. x. agreement, whether oral or written, by PRCO the Company, Acquisition or the Subsidiaries to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in ------------------------------------------ Schedule 4.2(m) hereto, since the date of the PRCO CGMI Balance Sheet, PRCO CGMI has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCOCGMI's business or operations, and there has not been any: i. change in the authorized or issued capital stock of PRCOCGMI; grant of any stock option or right to purchase shares of capital stock of PRCOCGMI; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. amendment to the Organizational Documents of PRCOCGMI; iii. damage to or destruction or loss of any asset or property of PRCOCGMI, whether or not covered by insurance or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOCGMI; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCOCGMI; v. entry into any transaction other than in the Ordinary Course ordinary course of Businessbusiness; vi. entry into, termination of, or receipt of written notice of termination of any (i) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transaction; vii. salesale (other than sales of inventory in the ordinary course of business), lease, or other disposition of any asset or property of PRCO CGMI or mortgage, pledge, or imposition of any lien or other encumbrance on any asset or property of PRCOCGMI; viii. cancellation or waiver of any claims or rights with a value to PRCO CGMI in excess of $10,000; ix. material change in the accounting methods used by PRCOCGMI; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO CGMI Debentures; or xii. agreement, whether oral or written, by PRCO CGMI to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto, since the date of the PRCO OS Balance Sheet, PRCO OS has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCOOS's business or operations, and there has not been any: i. change in the authorized or issued capital stock of PRCOOS; grant of any stock option or right to purchase shares of capital stock of PRCOOS; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. amendment to the Organizational Documents of PRCOOS; iii. damage to or destruction or loss of any asset or property of PRCOOS, whether or not covered by insurance or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOOS; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCOOS; v. entry into any transaction other than in the Ordinary Course of Business; vi. entry into, termination of, or receipt of written notice of termination of any (i) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transaction; vii. sale, lease, or other disposition of any asset or property of PRCO OS or mortgage, pledge, or imposition of any lien or other encumbrance on any asset or property of PRCOOS; viii. cancellation or waiver of any claims or rights with a value to PRCO OS in excess of $10,000; ix. material change in the accounting methods used by PRCOOS; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO OS Debentures; or xii. agreement, whether oral or written, by PRCO OS to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto), since the date of the PRCO SH Balance Sheet, PRCO SH has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCOSH's business or operations, and there has not been any: i. change in the authorized or issued capital stock of PRCOSH; grant of any stock option or right to purchase shares of capital stock of PRCOSH; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. amendment to the Organizational Documents of PRCOSH; iii. damage to or destruction or loss of any asset or property of PRCOSH, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOSH; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCOproperties; v. entry into any transaction other than in the Ordinary Course of Business; vi. entry into, termination of, or receipt of written notice of termination of any material (i) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transaction; vii. salesale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO SH or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOSH; viii. cancellation or waiver of any claims or rights with a value to PRCO SH in excess of $10,000; ix. material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesSH; or xii. x. agreement, whether oral or written, by PRCO SH to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto, since the date of the PRCO RWT Balance Sheet, PRCO RWT has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect Material Adverse Effect on PRCO's business or operationsRWT, and there has not been any: i. change in the authorized or issued capital stock of PRCORWT; grant of any stock option or right to purchase shares of capital stock of PRCORWT; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. amendment to the Organizational Documents of PRCORWT; iii. damage to or destruction or loss of any asset or property of PRCORWT, whether or not covered by insurance or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCORWT; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect Material Adverse Effect on its financial condition, results or operations, business assets or properties of PRCORWT; v. entry into any transaction other than in the Ordinary Course ordinary course of Businessbusiness; vi. entry into, termination of, or receipt of written notice of termination of any (i) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transaction; vii. salesale (other than sales of inventory in the ordinary course of business), lease, or other disposition of any asset or property of PRCO RWT or mortgage, pledge, or imposition of any lien or other encumbrance on any asset or property of PRCORWT; viii. cancellation or waiver of any claims or rights with a value to PRCO RWT in excess of $10,000; ix. material change in the accounting methods used by PRCORWT; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO RWT Debentures; or xii. agreement, whether oral or written, by PRCO RWT to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto4.1(m), since the date of the PRCO Company Balance SheetSheets, PRCO has the Company and the Subsidiaries have conducted its their business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCOthe Company's or the Subsidiaries business or operations, and there has not been any: i. change in the authorized or issued Company Capital Stock or the authorized or issued capital stock of PRCOthe Subsidiaries; grant of any stock option or right to purchase shares of capital stock of PRCOthe Company; issuance of any equity lines of credit, security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. amendment to the Organizational Documents of PRCOthe Company or the Subsidiaries; iii. damage to or destruction or loss of any asset or property of PRCOthe Company or the Subsidiaries, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOthe Company or the Subsidiaries; iv. receipt of notice that any of its their substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its their financial condition, results or operations, business assets or properties of PRCOproperties; v. entry into any transaction other than in the Ordinary Course of Business; vi. entry into, termination of, or receipt of written notice of termination of any material (i) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transaction; vii. salesale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO the Company or the Subsidiaries or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOthe Company or the Subsidiaries; viii. cancellation or waiver of any claims or rights with a value to PRCO the Company in excess of $10,000; ix. material change in the accounting methods used by PRCO; x. accrual the Company or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesSubsidiaries; or xii. x. agreement, whether oral or written, by PRCO the Company or the Subsidiaries to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto, since the date of the PRCO BP Balance Sheet, PRCO BP has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCOBP's business or operations, and there has not been any: i. change in the authorized or issued capital stock of PRCOBP; grant of any stock option or right to purchase shares of capital stock of PRCOBP; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. amendment to the Organizational Documents of PRCOBP; iii. damage to or destruction or loss of any asset or property of PRCOBP, whether or not covered by insurance or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOBP; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCOproperties; v. entry into any transaction other than in the Ordinary Course of Business; vi. entry into, termination of, or receipt of written notice of termination of any material (i) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transaction; vii. salesale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO BP or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCO; BP; viii. cancellation or waiver of any claims or rights with a value to PRCO BP in excess of $10,000; ix. material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO Debentures; or xii. agreement, whether oral or written, by PRCO to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto4.1(n), since the date of the PRCO Company Balance Sheet, PRCO the Company has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCOthe Company's business or operations, and there has not been any: i. change in the authorized or issued capital stock of PRCOthe Company; grant of any stock option or right to purchase shares of capital stock of PRCOthe Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. amendment to the Organizational Documents of PRCOthe Company; iii. payment or increase by the Company of any bonuses, salaries, or other compensation to any shareholder, director, officer, or (except in the Ordinary Course of Business) employee or entry into any employment, severance, or similar Contract with any director, officer, or employee; iv. adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of the Company; v. damage to or destruction or loss of any asset or property of PRCOthe Company, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOthe Company, taken as a whole; ivvi. receipt of notice that any of its substantial customers have has terminated or intends to terminate their its relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCOproperties; v. vii. entry into any transaction other than in the Ordinary Course of Business; viviii. entry into, termination of, or receipt of written notice of termination of any (i) any license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) any contract or transaction;transaction involving a total remaining commitment by or to the Company of at least $10,000. viiix. salesale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO the Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOthe Company; viii. x. cancellation or waiver of any claims or rights with a value to PRCO the Company in excess of $10,000;. ixxi. material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesCompany; or xii. agreement, whether oral or written, by PRCO the Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto, since the date of the PRCO OS Balance Sheet, PRCO OS has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCOOS's business or operations, and there has not been any: i. change in the authorized or issued capital stock of PRCOOS; grant of any stock option or right to purchase shares of capital stock of PRCOOS; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. amendment to the Organizational Documents of PRCOOS; iii. damage to or destruction or loss of any asset or property of PRCOOS, whether or not covered by insurance or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOOS; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCOOS; v. entry into any transaction other than in the Ordinary Course of Business; vi. entry into, termination of, or receipt of written notice of termination of any (i) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transaction; vii. sale, lease, or other disposition of any asset or property of PRCO OS or mortgage, pledge, or imposition of any lien or other encumbrance on any asset or property of PRCOOS; viii. cancellation or waiver of any claims or rights with a value to PRCO OS in excess of $10,0001,000; ix. material change in the accounting methods used by PRCOOS; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO OS Debentures; or xii. agreement, whether oral or written, by PRCO OS to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m4.1(m) hereto, since December 31, 2002, the Company and the Subsidiaries and Acquisition, since the date of the PRCO Balance Sheetits inception, PRCO has have conducted its their business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCOthe Company's, Acquisition's or the Subsidiaries' business or operations, and there has not been any: i. change in the authorized or issued Company Capital Stock or the authorized or issued capital stock of PRCOAcquisition and the Subsidiaries; grant of any stock option or right to purchase shares of capital stock of PRCOthe Company; issuance of any equity lines of credit, security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. amendment to the Organizational Documents of PRCOthe Company, Acquisition or the Subsidiaries; iii. damage to or destruction or loss of any material asset or property of PRCOthe Company, Acquisition or the Subsidiaries, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOthe Company, Acquisition or the Subsidiaries; iv. receipt of notice that any of its their substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its their financial condition, results or operations, business assets or properties of PRCOproperties; v. entry into any transaction other than in the Ordinary Course of Business; vi. entry into, termination of, or receipt of written notice of termination of any material (i) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transaction; vii. salesale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO the Company, Acquisition or the Subsidiaries or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOthe Company, Acquisition or the Subsidiaries; viii. cancellation or waiver of any claims or rights with a value to PRCO the Company in excess of $10,000; ix. material change in the accounting methods used by PRCO; x. accrual the Company, Acquisition or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesSubsidiaries; or xii. x. agreement, whether oral or written, by PRCO the Company, Acquisition or the Subsidiaries to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Seller's Disclosure Schedule 4.2(m) hereto, and save for such exceptions as would not individually or collectively have a Material Adverse Effect or have been approved by Buyer since the date of the PRCO Interim Balance Sheet, PRCO has the Acquired Companies have conducted its business their businesses only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business or operations, Business and there has not been any: i. change in the any Acquired Company's authorized or issued capital stock of PRCOstock; grant of any stock option or right to purchase shares of capital stock of PRCOany Acquired Company; issuance of any security convertible into such capital stock; grant of any registration rights; or purchase, redemption, retirement, or other acquisition or payment by any Acquired Company of any dividend or other distribution or payment in respect of shares of any such capital stockstock or amendment to the organizational documents of any Acquired Company; ii. amendment to the Organizational Documents of PRCO; iii. damage to payment or destruction increase or loss proposed payment or increase by any Acquired Company of any asset or property of PRCObonuses, whether or not covered by insurance or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial conditionsalaries, or prospects other compensation to any officer of PRCO; iv. receipt of notice that any of its substantial customers have terminated Acquired Company or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction employment, severance, or similar Contract with any such person other than in the Ordinary Course of Business; iii. except for ordinary wear and tear, damage to or destruction or non-cash loss of any asset or property of any Acquired Company, not covered by insurance; iv. contract for, finance of, lease with respect to, or payment for any single capital expenditure by any Acquired Company in excess of $100,000 during the period from the date of the Interim Balance Sheet through the date of this Agreement; v. merger with or into or consolidation with any other Person; vi. entry intodeclaration, termination of, set aside or receipt of written notice of termination payment of any (i) license, distributorship, dealer, sales representative, joint venture, credit, non-cash dividend or similar agreement, or (ii) contract or transactionnon-cash distributions of any kind to the stockholders of any Acquired Company; vii. adoption of a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or other reorganization of any Acquired Company (except with respect to any dormant company as identified in Sections 3.a. and 3.c. of Seller's Disclosure Schedule); viii. revaluation of any portion of the non-current assets of the Acquired Companies in excess of $50,000; ix. waiver or cancellation of any material debt or right, claim or privilege other than in the Ordinary Course of Business; x. sale, lease, or other disposition of any material asset or property of PRCO any Acquired Company or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCO; viii. cancellation or waiver of any claims Acquired Company; or xi. except in the Ordinary Course of Business incur any liability, guaranty, or rights with a value to PRCO off-balance sheet liability in excess of $10,000; ix. material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO Debentures100,000; or xii. agreement, whether oral or written, by PRCO any Acquired Company to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m4.1(m) hereto, since the date of the PRCO Company Balance Sheet, PRCO has the Company and the Subsidiaries and Acquisition, since the date of its inception, have conducted its their business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCOthe Company's, Acquisition's or the Subsidiaries' business or operations, and there has not been any: i. change in the authorized or issued Company Capital Stock or the authorized or issued capital stock of PRCOAcquisition and the Subsidiaries; grant of any stock option or right to purchase shares of capital stock of PRCOthe Company; issuance of any equity lines of credit, security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. amendment to the Organizational Documents of PRCOthe Company, Acquisition or the Subsidiaries; iii. damage to or destruction or loss of any material asset or property of PRCOthe Company, Acquisition or the Subsidiaries, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOthe Company, Acquisition or the Subsidiaries; iv. receipt of notice that any of its their substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its their financial condition, results or operations, business assets or properties of PRCOproperties; v. entry into any transaction other than in the Ordinary Course of Business; vi. entry into, termination of, or receipt of written notice of termination of any material (i) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transaction; vii. salesale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO the Company, Acquisition or the Subsidiaries or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOthe Company, Acquisition or the Subsidiaries; viii. cancellation or waiver of any claims or rights with a value to PRCO the Company in excess of $10,000; ix. material change in the accounting methods used by PRCO; x. accrual the Company, Acquisition or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesSubsidiaries; or xii. x. agreement, whether oral or written, by PRCO the Company, Acquisition or the Subsidiaries to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretothe Reports, since the date of the PRCO most recent Company Balance SheetSheets, PRCO has the Company and the Subsidiaries and Acquisition, since the date of its inception, have conducted its their business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCO's business and other than as contemplated by this Agreement or operations, and the Contemplated Transactions there has not been any: i. change in the authorized or issued Company Capital Stock or the authorized or issued capital stock of PRCOAcquisition and the Subsidiaries; grant of any stock option or right to purchase shares of capital stock of PRCOthe Company; issuance of any equity lines of credit, security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. amendment to the Organizational Documents of PRCOthe Company, Acquisition or the Subsidiaries; iii. damage to or destruction or loss of any material asset or property of PRCOthe Company, Acquisition or the Subsidiaries, whether or not covered by insurance or any other event or circumstanceinsurance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOcausing a Material Adverse Effect; iv. receipt of notice that any of its their substantial =customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCOMaterial Adverse Effect; v. entry into any transaction other than in the Ordinary Course of Business; vi. entry into, termination of, or receipt of written notice of termination of any material (i) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transaction; vii. salesale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO the Company, Acquisition or the Subsidiaries or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOthe Company, Acquisition or the Subsidiaries; viii. cancellation or waiver of any claims or rights with a value to PRCO the Company in excess of $10,000; ix. material change in the accounting methods used by PRCO; x. accrual the Company, Acquisition or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesSubsidiaries; or xii. x. agreement, whether oral or written, by PRCO the Company, Acquisition or the Subsidiaries to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) hereto, since the date of the PRCO JKP Balance Sheet, PRCO JKP has conducted its business only in the Ordinary Course of Business, there has not been any material adverse effect on PRCOJKP's business or operations, and there has not been any: i. change in the authorized or issued capital stock of PRCO; grant ▇. ▇▇▇▇▇ of any stock option or right to purchase shares of capital stock of PRCOJKP; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition or payment of any dividend or other distribution or payment in respect of shares of capital stock; ii. amendment to the Organizational Documents of PRCOJKP; iii. damage to or destruction or loss of any asset or property of PRCOJKP, whether or not covered by insurance or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOJKP; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCOproperties; v. entry into any transaction other than in the Ordinary Course of Business; vi. entry into, termination of, or receipt of written notice of termination of any material (i) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transaction; vii. salesale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property of PRCO JKP or mortgage, pledge, or imposition of any lien or other encumbrance on any material asset or property of PRCOJKP; viii. cancellation or waiver of any claims or rights with a value to PRCO JKP in excess of $10,000; ix. material change in the accounting methods used by PRCOJKP; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation salaries or bonuses or retention of any new consultant, except for MVI, or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO Debenturesexecutive; or xiixi. agreement, whether oral or written, by PRCO JKP to do any of the foregoing, other than the Purchase Agreement.

Absence of Certain Changes and Events. Except as set forth in Schedule 4.2(m) heretoSection 3.13 of the Disclosure Letter or as contemplated hereby, since the date of the PRCO applicable Interim DFA Balance Sheet, PRCO each DFA Company has conducted its business businesses only in the Ordinary Course of Business, Business and there has not been any material adverse effect on PRCO's business DFA Material Adverse Effect or operations, and there has not been any: i. (a) change in the authorized or issued capital stock equity interests of PRCOany DFA Company; grant of any stock option or right to purchase shares of capital stock of PRCOequity interests in any DFA Company; issuance of any security convertible into such capital stockequity interests of any DFA Company; grant of any registration rights; purchase, redemption, retirement, or other acquisition by such DFA Company of any equity interests; or declaration or payment of any dividend or other distribution or payment in respect of shares of capital stockequity interests; ii. (b) amendment to the Organizational Documents of PRCOany DFA Company; iii. (c) payment or increase by any DFA Company of any bonuses, salaries or other compensation to any Affiliate of such DFA Company, or (except in the Ordinary Course of Business) any employee of any DFA Company, or entry into any employment, severance or similar Contract with any Affiliate or employee of any DFA Company, except in the Ordinary Course of Business; (d) adoption of, or increase in the payments to or benefits under, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan for or with any employees of any DFA Company; (e) damage to or destruction or loss of any material asset or property of PRCOany DFA Company that exceeds $500,000 in value, whether individually or in the aggregate, and is not covered by insurance or any other event or circumstance, materially and adversely affecting the properties, assets, business, financial condition, or prospects of PRCOinsurance; iv. receipt of notice that any of its substantial customers have terminated or intends to terminate their relationship, which termination would have a material adverse effect on its financial condition, results or operations, business assets or properties of PRCO; v. entry into any transaction other than in the Ordinary Course of Business; vi. (f) entry into, termination of, or receipt of written notice of termination of any Contract or transaction involving a total remaining commitment by or to any DFA Company that could exceed $500,000 or any material breach or material default (ior event that with notice or lapse of time would constitute a material breach or material default) license, distributorship, dealer, sales representative, joint venture, credit, or similar agreement, or (ii) contract or transactionunder any such Contract; vii. sale(g) sale (other than sales of inventory in the Ordinary Course of Business), lease, or other disposition of any asset or property valued in excess of PRCO or mortgage$500,000, pledgeindividually, or imposition $1,000,000 in the aggregate, of any lien DFA Company or other encumbrance any Encumbrance on any material asset or property of PRCOany DFA Company; viii. cancellation or waiver (h) any incurrence of any claims or rights with a value to PRCO indebtedness for borrowed money, except in the Ordinary Course of Business, in excess of $10,000100,000; ix. (i) material change in the accounting methods used by PRCO; x. accrual or payment of any salaries or other compensation, increase in salaries, compensation or bonuses or retention or hiring of, any consultant or employee; xi. debt or other liability incurred, other than the PRCO DebenturesDFA Company; or xii. agreement(j) Contract, whether oral or written, by PRCO any DFA Company to do any of the foregoing, other than the Purchase Agreement.. 29 37