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

Absence of Certain Changes, Events and Conditions. Except as set forth on Schedule 4.14, since January 1, 2024, the Business has been conducted in the Ordinary Course of Business, including with respect to maintenance of inventory levels, promotional sales, rebates or discounts, other activities that were intended to accelerate sales, collection of accounts receivable, payment of accounts payable and maintenance of assets, and Seller and the Business have not: (a) experienced an event, circumstance, condition, change or development that, individually or in the aggregate, has had, or would reasonably be expected to have a Material Adverse Effect, (b) experienced any material loss, damage or destruction of assets related to the sale of the Products (whether or not covered by insurance), (c) experienced any material supply disruption, supplier dispute or slowdown or stoppage of supply, with respect to the Products, (d) with respect to any customer included in a customer or other list included in the Transferred Records, received any written notice that such customer intends to materially reduce its business with or cease doing business with the Business, (e) sold, transferred, licensed or disposed of assets that would have been included in the Purchased Assets, other than sales of Inventory in the Ordinary Course of Business, (f) changed any of the terms and conditions with respect to the pricing of the Products or supplies relating to the Product, (g) other than in the Ordinary Course of Business, modified or amended any Assumed Contract or waived, released or assigned any material rights or claims under any Assumed Contract, (h) failed to use commercially reasonable efforts to maintain and preserve intact in all material respects goodwill related to the Products, including the Products IP relationships with Material Customers and Material Suppliers, (i) settled or waived any material Actions with respect to the Business, (j) disclosed any material nonpublic information with respect to the Business that Seller previously maintained as confidential information (other than pursuant to agreements requiring the recipient to maintain the confidentiality of and preserving all rights of Seller in such confidential information, as disclosed in its SEC Report or otherwise required by applicable Law), or (k) taken any action that would have been prohibited or otherwise restricted under Section 6.01(c) or (d).

Absence of Certain Changes, Events and Conditions. Except as set forth on Schedule 4.14To the Company's Knowledge, since January 1June 30, 20241998, except as otherwise provided in or contemplated by this Agreement or as disclosed in Section 3.7 of the Disclosure Schedule: (a) other than in the ordinary course of business consistent with past practice neither the Company nor Gannett has sold, transferred, leased, subleased, licensed or otherwise disposed of any material assets used in the Business, other than the sale of obsolete Equipment; (i) neither the Company nor Gannett has granted any increase, or announced any increase, in the wages, salaries, compensation, bonuses, incentives, pension or other benefits payable to any of the Business Employees, including, without limitation, any increase or change pursuant to any Employee Benefit Plan, or (ii) established, increased or accelerated the payment or vesting of any benefits under any Employee Benefit Plan with respect to Business Employees, in either case except (A) as required by Law, (B) that involve only increases consistent with the past practices of Gannett or (C) as required under any existing agreement or arrangement; (c) neither the Company nor Gannett has made any material change in any method of accounting or accounting practice or policy used by Gannett or the Company with respect to the Stations, other than changes required by Law or under GAAP; (d) neither the Company nor Gannett has suffered any extraordinary casualty loss or damage with respect to any material assets used in the Business, whether or not covered by insurance; (e) there has not been any Material Adverse Effect; (f) except in connection with the transactions contemplated hereby, the Business has been conducted in the Ordinary Course of Business, including with respect to maintenance of inventory levels, promotional sales, rebates or discounts, other activities that were intended to accelerate sales, collection of accounts receivable, payment of accounts payable and maintenance of assets, and Seller and the Business have not: (a) experienced an event, circumstance, condition, change or development that, individually or all material respects only in the aggregate, has had, or would reasonably be expected to have a Material Adverse Effect, (b) experienced any material loss, damage or destruction of assets related to the sale of the Products (whether or not covered by insurance), (c) experienced any material supply disruption, supplier dispute or slowdown or stoppage of supply, ordinary and usual course consistent with respect to the Products, (d) with respect to any customer included in a customer or other list included in the Transferred Records, received any written notice that such customer intends to materially reduce its business with or cease doing business with the Business, (e) sold, transferred, licensed or disposed of assets that would have been included in the Purchased Assets, other than sales of Inventory in the Ordinary Course of Business, (f) changed any of the terms and conditions with respect to the pricing of the Products or supplies relating to the Product, past practice; (g) neither the Company nor Gannett has created, incurred, assumed or guaranteed any Indebtedness, except for net borrowings under existing lines of credit; (h) other than in the Ordinary Course ordinary course of Businessbusiness, modified neither the Company nor Gannett has compromised, settled, granted any waiver or amended release relating to, or otherwise adjusted any Assumed Contract Action, material Liabilities or waived, released any other material claims or assigned any material rights or claims under any Assumed Contract, (h) failed to use commercially reasonable efforts to maintain and preserve intact in all material respects goodwill related to of the Products, including the Products IP relationships with Material Customers and Material Suppliers, Business; and (i) settled neither the Company nor Gannett has entered into any agreement, contract, commitment or waived arrangement to do any material Actions with respect to of the Business, (j) disclosed any material nonpublic information with respect to the Business that Seller previously maintained as confidential information (other than pursuant to agreements requiring the recipient to maintain the confidentiality of and preserving all rights of Seller in such confidential information, as disclosed in its SEC Report or otherwise required by applicable Law), or (k) taken any action that would have been prohibited or otherwise restricted under Section 6.01(c) or (d)foregoing.

Absence of Certain Changes, Events and Conditions. Except Since the Balance Sheet Date, the Sellers (i) have operated the 17173 Business in the ordinary course consistent with past practice, (ii) used their reasonable best efforts to preserve the 17173 Business, (iii) collected receivables and paid payables and similar obligations in respect of the 17173 Business in the ordinary course of business consistent with past practice. Since the Balance Sheet Date, other than in the ordinary course of business consistent with past practice or as set forth on Schedule 4.14in Section 4.05 of the Disclosure Schedules, since January 1, 2024, the Business there has not been conducted in the Ordinary Course of Business, including with respect to maintenance of inventory levels, promotional sales, rebates or discounts, other activities that were intended to accelerate sales, collection of accounts receivable, payment of accounts payable and maintenance of assets, and Seller and the Business have not: any: (a) experienced an to the Knowledge of the Sellers, event, circumstance, condition, change occurrence or development thatthat has had, or could reasonably be expected to have, individually or in the aggregate, has had, or would reasonably be expected to have a Material Adverse Effect, ; (b) experienced material change in any material lossmethod of accounting or accounting practice for the 17173 Business, damage except as required by GAAP or destruction as disclosed in the notes to the Financial Statements; (c) entry into any Contract that would constitute a Material Contract; (d) incurrence, assumption or guarantee of assets related to any indebtedness for borrowed money in connection with the 17173 Business except for unsecured current obligations for trade payables and other Liabilities incurred in the ordinary course of business consistent with past practice; (e) transfer, assignment, sale or other disposition of any of the Purchased Assets shown or reflected in the Balance Sheet, except for the sale of Inventory in the Products ordinary course of business consistent with past practice; (f) cancellation of any debts or claims or amendment, termination or waiver of any rights constituting Purchased Assets; (g) transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Intellectual Property Assets or Intellectual Property Licenses; (h) material damage, destruction or loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance); (i) acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit; (cj) experienced material capital expenditures which would constitute an Assumed Liability; (k) imposition of any material supply disruption, supplier dispute or slowdown or stoppage Encumbrance (other than Permitted Encumbrances) upon any of supply, with respect to the Products, (d) with respect to any customer included in a customer or other list included in the Transferred Records, received any written notice that such customer intends to materially reduce its business with or cease doing business with the Business, (e) sold, transferred, licensed or disposed of assets that would have been included in the Purchased Assets; (l) any loan to (or forgiveness of any loan to), or entry into any other than sales transaction with, any directors, officers or employees of Inventory the 17173 Business; (m) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of any applicable bankruptcy Law or consent to the Ordinary Course filing of Business, any bankruptcy petition against them under any similar Law; (fn) changed any commencement or settlement of any material Action; and (o) any Contract to do any of the terms and conditions with respect to the pricing foregoing, or any action or omission that would result in any of the Products or supplies relating to the Product, (g) other than in the Ordinary Course of Business, modified or amended any Assumed Contract or waived, released or assigned any material rights or claims under any Assumed Contract, (h) failed to use commercially reasonable efforts to maintain and preserve intact in all material respects goodwill related to the Products, including the Products IP relationships with Material Customers and Material Suppliers, (i) settled or waived any material Actions with respect to the Business, (j) disclosed any material nonpublic information with respect to the Business that Seller previously maintained as confidential information (other than pursuant to agreements requiring the recipient to maintain the confidentiality of and preserving all rights of Seller in such confidential information, as disclosed in its SEC Report or otherwise required by applicable Law), or (k) taken any action that would have been prohibited or otherwise restricted under Section 6.01(c) or (d)foregoing.

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by this Agreement or as set forth on Schedule 4.14Section 4.05 of the Disclosure Schedules, since January 1from the date of the Interim Balance Sheet Date through the date of this Agreement, 2024, Seller has operated the Business has been conducted in the Ordinary Course ordinary course of Business, including with respect to maintenance of inventory levels, promotional sales, rebates or discounts, other activities that were intended to accelerate sales, collection of accounts receivable, payment of accounts payable and maintenance of assets, and Seller and the Business have not: (a) experienced an event, circumstance, condition, change or development that, individually or in the aggregate, has had, or would reasonably be expected to have a Material Adverse Effect, (b) experienced any material loss, damage or destruction of assets related to the sale of the Products (whether or not covered by insurance), (c) experienced any material supply disruption, supplier dispute or slowdown or stoppage of supply, with respect to the Products, (d) with respect to any customer included in a customer or other list included in the Transferred Records, received any written notice that such customer intends to materially reduce its business with or cease doing business with the Business, (e) sold, transferred, licensed or disposed of assets that would have been included in the Purchased Assets, other than sales of Inventory in the Ordinary Course of Business, (f) changed any of the terms and conditions with respect to the pricing of the Products or supplies relating to the Product, (g) other than in the Ordinary Course of Business, modified or amended any Assumed Contract or waived, released or assigned any material rights or claims under any Assumed Contract, (h) failed to use commercially reasonable efforts to maintain and preserve intact in all material respects goodwill related to the Productsand there has not been, including the Products IP relationships with Material Customers and Material Suppliers, (i) settled or waived any material Actions with respect to the Business, any: (ja) disclosed event, occurrence or development that has had a Material Adverse Effect; (b) incurrence of any material nonpublic information indebtedness for borrowed money in connection with respect to the Business that Seller previously maintained as confidential information (other than pursuant to the Credit Agreements, the Leases and unsecured current obligations and liabilities incurred in the ordinary course of business; (c) sale or other disposition of any of the Purchased Assets shown or reflected in the Balance Sheet, except for the sale of Inventory in the ordinary course of business and except for any Purchased Assets having an aggregate value of less than the Threshold Amount; (d) cancellation of any debts or claims or amendment, termination or waiver of any rights constituting Purchased Assets, except in the ordinary course of business; (e) capital expenditures in an aggregate amount exceeding the Threshold Amount which would constitute an Assumed Liability; (f) imposition of any Encumbrance upon any of the Purchased Assets, except for Permitted Encumbrances; (g) increase in the compensation of any Employees, other than as provided for in any written agreements requiring or in the recipient to maintain ordinary course of business; (h) adoption, termination, amendment or modification of any Benefit Plan, the confidentiality effect of and preserving all rights which in the aggregate would increase the obligations of Seller by more than ten percent (10%) of its existing annual obligations to such plans; (i) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in such confidential informationbankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (j) purchase or other acquisition of any property or asset that constitutes a Purchased Asset for an amount in excess of the Threshold Amount, as disclosed except for purchases of Inventory or supplies in its SEC Report or otherwise required by applicable Law), or the ordinary course of business; or (k) taken any agreement to do any of the foregoing, or any action or omission that would have been prohibited or otherwise restricted under Section 6.01(c) or (d)result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth on in Schedule 4.144.06 or to the extent included as an Excluded Asset or Excluded Liability, since the Balance Sheet Date until the date hereof, there has not been a Material Adverse Effect and the Seller: (a) has operated the Business in the normal and ordinary course of the Business consistent with past customs and practices, including with respect to quantity and frequency (“Ordinary Course of Business”), and used commercially reasonable efforts to preserve the present relationships with other Persons having material dealings with the Seller in respect of the Business; (b) has taken all commercially reasonable actions to preserve, protect and maintain all of the Purchased Assets, other than disposable assets, in customary repair, order and condition (reasonable wear and tear excepted); (c) has not suffered any theft, damage, destruction, loss or other casualty, whether or not covered by insurance, with respect to any of the Purchased Assets having a replacement cost of more than $25,000 for any single loss or $100,000 for all such losses; (d) has maintained in good standing all Permits and has filed, when due, all required renewals for such Permits; (e) has paid and discharged diligently, in accordance with past practice and not less than on a timely basis, all of the Seller’s payables, liabilities and obligations (other than payables, liabilities or obligations being disputed in good faith for which adequate reserves have been made on the Financial Statements) to any Person; (f) has not (i) agreed to award or pay, awarded or paid any bonuses to employees with respect to any period after December 31, 2016, or (ii) entered into or amended any written or material unwritten employment, service, independent contractor, deferred compensation, severance, change in control, retention or similar agreement or arrangements (except for entering into agreements or arrangements to employ new employees on or after January 1, 20242017, in exchange for an annual compensation of less than $50,000 to each such new employee), or (iii) agreed to increase the Business has been conducted compensation payable or to become payable by the Seller to any officer, director, employee, agent, representative or Affiliate of the Seller (except for increases to the compensation payable to employees who were employed as of December 31, 2016, by an amount, with respect to each such employee, consistent with prior practices in the Ordinary Course of Business), (iv) taken any action to accelerate the vesting, funding or payment of any compensation or benefit for any officer, director, employee, agent, representative or Affiliate of the Seller, or (v) agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or any other Benefit Plan; (g) has not made any loans, advances or capital contributions to, or guarantees for the benefit of, or investments, or paid or reimbursed any fees to any Person (including with respect any Affiliate of the Seller), except for advances and reimbursements for business expenses to maintenance employees in the Ordinary Course of inventory levelsBusiness; (h) has not incurred or assumed any Indebtedness for borrowed money except unsecured current obligations and liabilities incurred in the Ordinary Course of Business; (i) has not mortgaged, promotional sales, rebates pledged or discountssubjected to any Lien, other activities that were intended to accelerate salesthan Permitted Liens, collection any of accounts receivablethe Purchased Assets; (j) has not sold, payment leased, assigned, transferred, conveyed or otherwise disposed of accounts payable any material assets or properties, except in the Ordinary Course of Business; (k) has not discharged or satisfied any Lien or paid any liability or obligation, except in the Ordinary Course of Business and maintenance of assets, and Seller and the Business have not: (a) experienced an event, circumstance, condition, change or development thatwhich, individually or in the aggregate, has had, or is not and would reasonably not be expected to have a Material Adverse Effect, (b) experienced any material loss, damage or destruction of assets related to the sale of Seller, the Products (whether Business or not covered by insurance), (c) experienced any material supply disruption, supplier dispute or slowdown or stoppage of supply, with respect to the Products, (d) with respect to any customer included in a customer or other list included in the Transferred Records, received any written notice that such customer intends to materially reduce its business with or cease doing business with the Business, (e) sold, transferred, licensed or disposed of assets that would have been included in the Purchased Assets; (l) has not canceled, other than sales settled, compromised or accelerated any Indebtedness or claim, or amended, canceled, terminated, waived or released any Contract or right, except in the Ordinary Course of Inventory Business and which, individually or in the aggregate, is not and would not be material to the Seller, the Business or the Purchased Assets; (m) has not instituted, settled or compromised any Legal Proceeding; (n) except for the Leases, has not entered into, or made any commitments for, any lease of capital equipment or real property, in each case, involving payments in excess of $50,000 per year; (o) has not entered into any material transaction or entered into any transaction with any of its Affiliates, in each case, that was or not in the Ordinary Course of Business, ; (fp) changed has not committed to make any Capital Expenditures requiring any payment following the Effective Time in excess of the terms and conditions with respect to the pricing of the Products $50,000 individually or supplies relating to the Product, (g) other than $100,000 in the Ordinary Course of Business, modified or amended aggregate; and (q) has not entered into any Assumed Contract or waived, released or assigned any material rights or claims under any Assumed Contract, (h) failed otherwise agreed to use commercially reasonable efforts to maintain and preserve intact in all material respects goodwill related to the Products, including the Products IP relationships with Material Customers and Material Suppliers, (i) settled or waived any material Actions with respect to the Business, (j) disclosed any material nonpublic information with respect to the Business that Seller previously maintained as confidential information (other than pursuant to agreements requiring the recipient to maintain the confidentiality of and preserving all rights of Seller in such confidential information, as disclosed in its SEC Report or otherwise required by applicable Law)do, or (k) taken any action or made any omission that would have been prohibited or otherwise restricted under reasonably be expected to result in, anything set forth in this Section 6.01(c) or (d)4.06.

Absence of Certain Changes, Events and Conditions. Since December 31, 2013, Sellers have operated the Specialty Plastics Business in the usual and ordinary course of business in all material respects consistent with past practice. Except as expressly contemplated by this Agreement or as set forth on Schedule 4.145.05, since January 1December 31, 20242013 until the date of this Agreement, with respect to the Business Specialty Plastics Business, there has been conducted not occurred: (a) a material change in any Sellers’ methods of accounting or accounting practices; (b) a Seller’s entry into, or the modification or termination of, any Sold Contract involving aggregate consideration in excess of $100,000 which cannot be cancelled without penalty or without more than 60 days’ notice; (c) capital expenditures in an aggregate amount exceeding $100,000; (d) the incurrence, assumption, or guarantee of any Liabilities, except unsecured current Liabilities incurred in the Ordinary Course ordinary course of business consistent with past practice; (e) the transfer, assignment, sale or other disposition of any assets, except for (i) the sale of inventory in the ordinary course of business consistent with past practice, (ii) the collection of Accounts Receivable in the ordinary course of business consistent with past practice and (iii) other dispositions of assets in the ordinary course of business consistent with past practice which in the aggregate did not have a fair market value in excess of $100,000; (f) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Sold Intellectual Property; (g) any material damage or destruction, whether or not covered by insurance, affecting the assets, properties, or operations of the Specialty Plastics Business, or any real property used or held for use in the Specialty Plastics Business, including without limitation any consummated, pending or planned taking by eminent domain (or voluntary conveyance in lieu thereof) of all or part of the Facilities; (h) the termination, material modification to, or cancellation of any material Contract or Permit; (i) the imposition of any Encumbrance upon any of Sold Assets; (j) any labor dispute, labor organizing activity, strike, work stoppage, slowdown, lockout, boycott or other similar adverse employee action; (k) any material adverse change in a Seller’s business relationship with respect to maintenance a customer or supplier identified in Schedule 5.16(a) or Schedule 5.16(b); (l) any cancellation or compromise of inventory levelsany debt or claim related or any waiver or release of any right of substantial value, promotional sales, rebates or discounts, other activities that were intended to accelerate sales, collection of accounts receivable, payment of accounts payable and maintenance of assets, and Seller and the Business have not: (a) experienced an event, circumstance, condition, change or development that, individually or in the aggregate, has hadin excess of $100,000; (m) an increase in the rate of compensation, commission, bonus or other direct or indirect remuneration payable to any Employee, other than in the ordinary course of business consistent with past practice; (n) a Seller’s entry into any new employment contract with any Employee or any new Employee Plan or any material change in any Employee Plan; (o) any loan to or forgiveness of any loan to, or would entry into any other transaction with, any director, officer, or employee; (p) any other transaction, event or condition that has had or is reasonably be expected likely to have a Material Adverse Effect; (q) a Seller’s purchase, (b) experienced any material losslease, damage or destruction of assets related to the sale other acquisition of the Products right to own, use, or lease any property or assets in an amount in excess of $100,000 in the aggregate (whether or in the case of a lease, for the entire term of the lease, not covered by insuranceincluding any option term), (c) experienced any material supply disruption, supplier dispute or slowdown or stoppage except for purchases of supply, with respect to the Products, (d) with respect to any customer included in a customer or other list included inventory and supplies in the Transferred Records, received ordinary course of business consistent with past practice; (r) any written notice that such customer intends commitment or obligation on the part of Seller to materially reduce its business with or cease doing business with the Business, (e) sold, transferred, licensed or disposed of assets that would have been included in the Purchased Assets, other than sales of Inventory in the Ordinary Course of Business, (f) changed take any of the terms and conditions with respect to the pricing of the Products or supplies relating to the Product, (g) other than in the Ordinary Course of Business, modified or amended any Assumed Contract or waived, released or assigned any material rights or claims under any Assumed Contract, (h) failed to use commercially reasonable efforts to maintain and preserve intact in all material respects goodwill related to the Products, including the Products IP relationships with Material Customers and Material Suppliers, (i) settled or waived any material Actions with respect to the Business, (j) disclosed any material nonpublic information with respect to the Business that Seller previously maintained as confidential information (other than pursuant to agreements requiring the recipient to maintain the confidentiality of and preserving all rights of Seller in such confidential information, as disclosed in its SEC Report or otherwise required by applicable Law), or (k) taken any action that would have been prohibited or otherwise restricted under Section 6.01(c) or (d)foregoing actions.

Absence of Certain Changes, Events and Conditions. Except as set forth on Schedule 4.14in Section 4.05 of the Disclosure Schedules, since from January 1, 20242021, until the date of this Agreement, Seller has operated the Business has been conducted in the Ordinary Course ordinary course of Businessbusiness consistent with past practice in all material respects and there has not been, including with respect to maintenance of inventory levelsthe Business, promotional sales, rebates any event or discounts, other activities that were intended to accelerate sales, collection of accounts receivable, payment of accounts payable and maintenance of assets, and Seller and the Business have not: (a) experienced an event, circumstance, condition, change or development circumstance that, individually or in the aggregate, has had, had or would is reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 4.05 of the Disclosure Schedules or as would not, (b) experienced any individually or in the aggregate, be expected to be material loss, damage or destruction of assets related to the sale Business taken as a whole, since January 1, 2021, until the date of this Agreement there has not been, in each case solely with respect to the Products Business unless indicated otherwise: (a) any theft, damage, destruction or casualty loss in excess of $25,000 in the aggregate to the Purchased Assets, whether or not covered by insurance); (b) any mortgage, pledge, lien, or grant of a security interest in, or other Encumbrance of any of the Purchased Assets; (c) experienced any material supply disruptionsale, supplier dispute disposal of or slowdown or stoppage license of supplyany of the Purchased Assets (including, with respect without limitation, Intellectual Property Assets) to the Products, any Person; (d) with respect any failure to pay and discharge any customer included in a customer trade payables or other list included material obligations relating to the Purchased Assets or the Business in accordance with Seller’s customary business practices as of the Transferred Records, received any written notice that such customer intends to materially reduce its business with or cease doing business with the Business, date hereof; (e) sold, transferred, licensed any change in the financial accounting methods relating to or disposed of assets that would have been included in affecting the Purchased Assets, other than sales of Inventory in the Ordinary Course of Assumed Liabilities or the Business, ; (f) changed any write up, write down or write off of the terms and conditions book value of any Purchased Assets, except as consistent with respect to the pricing of the Products or supplies relating to the Product, past practices; (g) other than any amendment or termination of any Assigned Contracts, except in the Ordinary Course ordinary course of Business, modified or amended any Assumed Contract or waived, released or assigned any material rights or claims under any Assumed Contract, business; (h) failed any action to use commercially reasonable efforts terminate or modify, or permit the lapse or termination of, the present insurance policies and coverage of Seller relating to or applicable to the Business or the Purchased Assets; (i) any abandonment of or failure to maintain and preserve intact any Intellectual Property Assets; (j) any material grant or commitment to grant any retention, severance or termination payment to any current or former employee or consultant of the Business or any material threat or payment related to an employee or consultant dispute; (k) any claim or lawsuit threatened, initiated or settled for an amount involving in excess of 25,000 in the aggregate or involving equitable or injunctive relief; (l) a grant of any performance guarantee to any customer of the Business; (m) any failure to comply in all material respects goodwill related with all Laws applicable to the Products, including conduct of the Products IP relationships with Material Customers Business or the ownership and Material Suppliers, use of the Purchased Assets; (in) settled or waived any material Actions with respect to the Business, the Acquired Assets or the Assumed Liabilities: (ji) disclosed any material nonpublic information with respect to the Business that Seller previously maintained Tax election or change in any Tax election, (ii) any change of any annual Tax accounting period or any change of any method of Tax accounting (except as confidential information (other than pursuant to agreements requiring the recipient to maintain the confidentiality of and preserving all rights of Seller in such confidential information, as disclosed in its SEC Report or otherwise required by applicable Law), (iii) any amended Tax Return or any claim for Tax refunds, (iv) any entry into any closing agreement relating to Taxes or (kv) taken any action that would have been prohibited settlement of any Tax claim, audit or otherwise restricted under assessment; (o) any agreement or commitment to do any of the things described in the preceding clauses of this Section 6.01(c) or (d)4.05.

Absence of Certain Changes, Events and Conditions. Except as set forth on Schedule 4.14, since Since January 1, 20242018, the Business there has not been conducted in the Ordinary Course of Business, including with respect to maintenance of inventory levels, promotional sales, rebates or discounts, other activities that were intended to accelerate sales, collection of accounts receivable, payment of accounts payable and maintenance of assets, and Seller and the Business have not: (a) experienced an event, circumstance, condition, change or development that, individually or in the aggregate, has had, or would reasonably be expected to have a Material Adverse Effect, (b) experienced or any material lossdevelopment that is reasonably likely to result in a Material Adverse Effect, damage in the financial condition or destruction results of assets related to the sale operations of the Products (whether Business or not covered by insurance)the Acquired Assets. Without limiting the generality of the foregoing, (c) experienced any material supply disruptionsince such date, supplier dispute or slowdown or stoppage of supplyexcept as disclosed on Schedule 4.6, Seller has not, with respect to the Products, Business: (da) with respect to any customer included in a customer or other list included in conducted the Transferred Records, received any written notice that such customer intends to materially reduce its business with or cease doing business with the Business, (e) sold, transferred, licensed or disposed of assets that would have been included in the Purchased Assets, other than sales of Inventory in the Ordinary Course of Business, (f) changed any of the terms and conditions with respect to the pricing of the Products or supplies relating to the Product, (g) Business other than in the Ordinary Course of Business; (b) suffered any extraordinary losses or waived any rights of material value, modified whether or amended not in the Ordinary Course of Business; (c) incurred any Assumed Liabilities of any nature other than items incurred in the Ordinary Course of Business, or increased (or experienced any change in the assumptions underlying or the methods of calculating) any bad debt, contingency, or other reserve, other than in the Ordinary Course of Business; (d) permitted, allowed, or suffered any of its properties or assets (real, personal, or mixed, tangible or intangible) to be subjected to any Encumbrance (other than Permitted Encumbrances); (e) canceled any debts or waived any claims or rights in excess of $25,000 individually or $100,000 in the aggregate; (f) incurred any long term indebtedness; (g) entered into any Contract or waived, released or assigned any material rights or claims under any Assumed Contract, other than in the Ordinary Course of Business that could require Seller to pay in excess of $25,000; (h) failed to use commercially reasonable efforts to maintain and preserve intact in all material respects goodwill related suffered any damage, destruction, or loss to the ProductsAcquired Assets or the Business in excess of $25,000, including the Products IP relationships with Material Customers and Material Suppliers, whether covered by insurance or not; (i) settled sold, assigned, transferred, leased, licensed, or waived otherwise disposed, or agreed to sell, assign, transfer, lease, license, or otherwise dispose of, any material Actions with respect to of the Acquired Assets (whether tangible or intangible), except in the Ordinary Course of Business, ; (j) disposed of or permitted to lapse any right to use any Business Intellectual Property or disposed of or disclosed to any material nonpublic Person not authorized to have such information with respect to any of Business Intellectual Property not previously a matter of public knowledge or existing in the Business that Seller previously maintained as confidential information (other than pursuant to agreements requiring the recipient to maintain the confidentiality of and preserving all rights of Seller in such confidential information, as disclosed in its SEC Report or otherwise required by applicable Law), or public domain; (k) granted, or agreed to grant, any license or sublicense of, assigned, or transferred Business Intellectual Property or material rights under any Business Intellectual Property, except in the Ordinary Course of Business pursuant to customer, vendor, supplier or manufacturer Contracts that grant non-exclusive licenses to such parties; (l) granted or incurred any obligation for any increase in the compensation of any employee of Seller (including any increase pursuant to any bonus, pension, profit-sharing, retirement, or other plan or commitment) except for raises to employees in the Ordinary Course of Business; (m) terminated, amended, or modified any Material Contract or agreed to do so; (n) taken any other action that would have been prohibited is not in the Ordinary Course of Business or otherwise restricted under Section 6.01(cprovided for in this Agreement; or (o) or (d)agreed in writing to do any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by this Agreement or as set forth on Schedule 4.14Section 4.05 of the Disclosure Schedules, from December 30, 2012 until the date of this Agreement, Seller has operated the Business in the ordinary course of business. Without limiting the foregoing sentence, except as expressly contemplated by this Agreement or as set forth on Section 4.05 of the Disclosure Schedules, since January 1December 30, 20242012, the Business Seller has been conducted in the Ordinary Course of Businessnot, including with respect to maintenance of inventory levels, promotional sales, rebates or discounts, other activities that were intended to accelerate sales, collection of accounts receivable, payment of accounts payable and maintenance of assets, and Seller and the Business have not: Business: (a) experienced an Experienced any event, circumstance, condition, change occurrence or development that, individually or in the aggregate, that has had, had or would reasonably be expected anticipated to have a Material Adverse Effect, ; (b) experienced sold or otherwise disposed of any material lossof the assets of the Business shown or reflected in the Balance Sheet, damage or destruction of assets related to except for the sale of Inventory in the Products (whether or not covered by insurance), ordinary course of business and except for any assets having an aggregate value of less than $20,000; (c) experienced cancelled any material supply disruptiondebts or claims or amended, supplier dispute terminated or slowdown or stoppage waived any rights constituting Purchased Assets, except in the ordinary course of supply, with respect to the Products, business; (d) with respect to any customer included incurred capital expenditures in a customer or other list included in the Transferred Records, received any written notice an aggregate amount exceeding $20,000 that such customer intends to materially reduce its business with or cease doing business with the Business, would constitute an Assumed Liability; (e) sold, transferred, licensed or disposed imposed any Encumbrance upon any of assets that would have been included in the Purchased Assets, other than sales of Inventory in the Ordinary Course of Business, except for Permitted Encumbrances; (f) changed increased the compensation or benefits of any Employees, other than as provided for in any written agreements or in the ordinary course of business; (g) adopted, terminated, amended or modified any Benefit Plan affecting any Transferred Employee; (h) accelerated the time of collection of or granted any offset, counterclaim or discount against any accounts receivable, materially extended the time of payment of any accounts payable; (i) made any change in, accounting, marketing or pricing methods, principles or practices or any method of calculating any bad debt, contingency or other reserve for accounting, or financial reporting, in excess of $50,000 in the aggregate; or (j) entered into any agreement to do any of the terms and conditions with respect to the pricing of the Products or supplies relating to the Product, (g) other than in the Ordinary Course of Business, modified or amended any Assumed Contract or waived, released or assigned any material rights or claims under any Assumed Contract, (h) failed to use commercially reasonable efforts to maintain and preserve intact in all material respects goodwill related to the Products, including the Products IP relationships with Material Customers and Material Suppliers, (i) settled or waived any material Actions with respect to the Business, (j) disclosed any material nonpublic information with respect to the Business that Seller previously maintained as confidential information (other than pursuant to agreements requiring the recipient to maintain the confidentiality of and preserving all rights of Seller in such confidential information, as disclosed in its SEC Report or otherwise required by applicable Law), or (k) taken any action that would have been prohibited or otherwise restricted under Section 6.01(c) or (d)foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth on Schedule 4.14in Section 4.05 of the Disclosure Schedules, since from January 1, 20242018, until the date of this Agreement, Seller has operated the Business has been conducted in the Ordinary Course ordinary course of Businessbusiness consistent with past practice in all material respects and there has not been, including with respect to maintenance of inventory levelsthe Business, promotional sales, rebates any event or discounts, other activities that were intended to accelerate sales, collection of accounts receivable, payment of accounts payable and maintenance of assets, and Seller and the Business have not: (a) experienced an event, circumstance, condition, change or development circumstance that, individually or in the aggregate, has had, had or would is reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 4.05 of the Disclosure Schedules or as would not, (b) experienced any individually or in the aggregate, be expected to be material loss, damage or destruction of assets related to the sale Business taken as a whole, since January 1, 2018, until the date of this Agreement there has not been, in each case solely with respect to the Products Business unless indicated otherwise: (a) any theft, damage, destruction or casualty loss in excess of $10,000 in the aggregate to the Purchased Assets, whether or not covered by insurance); (b) any mortgage, pledge, lien, or grant of a security interest in, or other Encumbrance of any of the Purchased Assets; (c) experienced any material supply disruptionsale, supplier dispute disposal of or slowdown or stoppage license of supplyany of the Purchased Assets (including, with respect without limitation, Intellectual Property Assets) to the Products, any Person; (d) with respect any failure to any customer included maintain the Tangible Personal Property in a customer or other list included in good working condition and to repair the Transferred RecordsTangible Personal Property according to the standards that have been maintained up to the date of this Agreement, received any written notice that such customer intends subject only to materially reduce its business with or cease doing business with the Business, ordinary wear and tear; (e) sold, transferred, licensed any failure to pay and discharge any trade payables or disposed other material obligations relating to the Purchased Assets or the Business in accordance with Seller’s customary business practices as of assets that would have been included the date hereof; (f) any change in the financial accounting methods relating to or affecting the Purchased Assets, other than sales of Inventory in the Ordinary Course of Assumed Liabilities or the Business, (f) changed any of the terms and conditions with respect to the pricing of the Products or supplies relating to the Product, ; (g) other than in any write up, write down or write off of the Ordinary Course book value of Businessany Purchased Assets, modified or amended any Assumed Contract or waived, released or assigned any material rights or claims under any Assumed Contract, except as consistent with past practices; (h) failed any amendment or termination of any Assigned Contracts, except in the ordinary course of business; (i) any action to use commercially reasonable efforts terminate or modify, or permit the lapse or termination of, the present insurance policies and coverage of Seller relating to or applicable to the Business or the Purchased Assets; (j) any abandonment of or failure to maintain and preserve intact any Intellectual Property Assets; (k) any bonus or any wage, salary or compensation increase for any employee, sales representative or consultant or any increase in any Benefit Plan, or material amendment to or termination of any existing Benefit Plan or adoption of any new Benefit Plan; (l) any grant or commitment to grant any retention, severance or termination payment to any current or former employee or consultant of the Business; (m) any other material change in employment terms for any employees of the Business; (n) any claim or lawsuit initiated or settled for an amount involving in excess of $25,000 in the aggregate or involving equitable or injunctive relief; (o) a grant of any performance guarantee to any customer of the Business; (p) any failure to comply in all material respects goodwill related with all Laws applicable to the Products, including conduct of the Products IP relationships with Material Customers Business or the ownership and Material Suppliers, use of the Purchased Assets; (iq) settled or waived any material Actions with respect to the Business, the Acquired Assets or the Assumed Liabilities: (ji) disclosed any material nonpublic information with respect to the Business that Seller previously maintained Tax election or change in any Tax election, (ii) any change of any annual Tax accounting period or any change of any method of Tax accounting (except as confidential information (other than pursuant to agreements requiring the recipient to maintain the confidentiality of and preserving all rights of Seller in such confidential information, as disclosed in its SEC Report or otherwise required by applicable Law), (iii) any amended Tax Return or any claim for Tax refunds, (iv) any entry into any closing agreement relating to Taxes or (kv) taken any settlement of any Tax claim, audit or assessment; (r) any action that would have been prohibited subject the Business to regulation under HIPAA; and (s) any agreement or otherwise restricted under commitment to do any of the things described in the preceding clauses of this Section 6.01(c) or (d)4.05.

Absence of Certain Changes, Events and Conditions. Except as set forth on Schedule 4.14, since January 1, 2024Since the Balance Sheet Date, the Business has been conducted in all material respects in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, including and except as set forth on ‎Section 4.06 of the Seller Disclosure Schedules, there has not been, with respect to maintenance of inventory levelsthe Business, promotional sales, rebates or discounts, other activities that were intended to accelerate sales, collection of accounts receivable, payment of accounts payable and maintenance of assets, and Seller and the Business have not: any: (a) experienced an event, circumstance, condition, change occurrence or development that, individually or in the aggregate, that has had, or would could reasonably be expected to have have, a Material Adverse Effect, ; (b) experienced material change in any material lossmethod of accounting or accounting practice of the Business, damage except as required by GAAP or destruction applicable Law or as disclosed in the notes to the Financial Statements; (c) incurrence, assumption or guarantee of assets related to any indebtedness for borrowed money in connection with the Business, except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (d) transfer, assignment, sale or other disposition of any of the Purchased Assets shown or reflected in the Balance Sheet, except for the sale of Inventory in the Products ordinary course of business, or disposition of obsolete equipment in the ordinary course of business; (e) cancellation of any debts or claims or amendment, termination or waiver of any rights constituting Purchased Assets, except in the ordinary course of business; (f) transfer or assignment of or grant of any license or sublicense under or with respect to any Business IP Assets or Intellectual Property Agreements (except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice); (g) abandonment or lapse of or failure to maintain in full force and effect any material Business IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any material Trade Secrets included in the Business IP Assets; (h) material damage, destruction or loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance); (i) acceleration or material modification to a Material Contract, (c) experienced or termination or cancellation of any material supply disruption, supplier dispute or slowdown or stoppage of supply, with respect to the Products, (d) with respect to any customer included in a customer or other list included in the Transferred Records, received any written notice that such customer intends to materially reduce its business with or cease doing business with the Business, (e) sold, transferred, licensed or disposed of assets Contract that would have been included in be a Material Contract if it was entered into as of the date hereof; (j) material capital expenditures which would constitute an Assumed Liability; (k) imposition of any Encumbrance (other than Permitted Encumbrances) upon any of the Purchased Assets; (l) any loan to (or forgiveness of any loan to), or entry into any other than sales transaction with, any current or former directors, officers or employees of Inventory the Business; (m) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the Ordinary Course filing of Business, any bankruptcy petition against it under any similar Law; or (fn) changed agreement to do any of the terms and conditions with respect to the pricing foregoing, or any action or omission that would result in any of the Products or supplies relating to the Product, (g) other than in the Ordinary Course of Business, modified or amended any Assumed Contract or waived, released or assigned any material rights or claims under any Assumed Contract, (h) failed to use commercially reasonable efforts to maintain and preserve intact in all material respects goodwill related to the Products, including the Products IP relationships with Material Customers and Material Suppliers, (i) settled or waived any material Actions with respect to the Business, (j) disclosed any material nonpublic information with respect to the Business that Seller previously maintained as confidential information (other than pursuant to agreements requiring the recipient to maintain the confidentiality of and preserving all rights of Seller in such confidential information, as disclosed in its SEC Report or otherwise required by applicable Law), or (k) taken any action that would have been prohibited or otherwise restricted under Section 6.01(c) or (d)foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth on Schedule 4.14in Section 4.05 of the Disclosure Schedules, since from January 1, 20242022, until the date of this Agreement, Seller has operated the Business has been conducted in the Ordinary Course ordinary course of Businessbusiness consistent with past practice in all material respects and there has not been, including with respect to maintenance of inventory levelsthe Business, promotional sales, rebates any event or discounts, other activities that were intended to accelerate sales, collection of accounts receivable, payment of accounts payable and maintenance of assets, and Seller and the Business have not: (a) experienced an event, circumstance, condition, change or development circumstance that, individually or in the aggregate, has had, had or would is reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 4.05 of the Disclosure Schedules or as would not, (b) experienced any individually or in the aggregate, be expected to be material loss, damage or destruction of assets related to the sale Business taken as a whole, since January 1, 2022, until the date of the Products (whether or this Agreement there has not covered by insurance)been, (c) experienced any material supply disruption, supplier dispute or slowdown or stoppage of supply, in each case solely with respect to the ProductsBusiness unless indicated otherwise: (a) any mortgage, pledge, lien, or grant of a security interest in, or other Encumbrance of any of the Purchased Assets; (b) any sale, disposal of or license of any of the Purchased Assets (including, without limitation, Intellectual Property Assets) to any Person; (c) any failure to pay and discharge any trade payables or other material obligations relating to the Purchased Assets or the Business in accordance with Seller’s customary business practices as of the date hereof; (d) with respect to any customer included claim or lawsuit initiated or settled for an amount involving in a customer or other list included excess of $25,000 in the Transferred Records, received any written notice that such customer intends to materially reduce its business with aggregate or cease doing business with the Business, involving equitable or injunctive relief; (e) sold, transferred, licensed or disposed of assets that would have been included in the Purchased Assets, other than sales of Inventory in the Ordinary Course of Business, (f) changed any of the terms and conditions with respect failure to the pricing of the Products or supplies relating to the Product, (g) other than in the Ordinary Course of Business, modified or amended any Assumed Contract or waived, released or assigned any material rights or claims under any Assumed Contract, (h) failed to use commercially reasonable efforts to maintain and preserve intact comply in all material respects goodwill related with all Laws applicable to the Products, including conduct of the Products IP relationships with Material Customers Business or the ownership and Material Suppliers, use of the Purchased Assets; (if) settled or waived any material Actions with respect to the Business, the Acquired Assets or the Assumed Liabilities: (ji) disclosed any material nonpublic information with respect to the Business that Seller previously maintained Tax election or change in any Tax election, (ii) any change of any annual Tax accounting period or any change of any method of Tax accounting (except as confidential information (other than pursuant to agreements requiring the recipient to maintain the confidentiality of and preserving all rights of Seller in such confidential information, as disclosed in its SEC Report or otherwise required by applicable Law), (iii) any amended Tax Return or any claim for Tax refunds, (iv) any entry into any closing agreement relating to Taxes or (kv) taken any action that would have been prohibited settlement of any Tax claim, audit or otherwise restricted under assessment; and (g) any agreement or commitment to do any of the things described in the preceding clauses of this Section 6.01(c) or (d)4.05.

Absence of Certain Changes, Events and Conditions. Except as otherwise contemplated by this Agreement or as set forth on Schedule 4.14in Section 4.22 of the Disclosure Schedules, since January 1September 30, 20242021, Seller has (i) conducted the Business has been conducted in the Ordinary Course ordinary course of business consistent with past practice in all material respects, (ii) maintained and preserved intact the current organization, operations and franchise of the Business, including with respect (iii) used commercially reasonable efforts to maintenance preserve the goodwill of inventory levels, promotional sales, rebates or discounts, other activities that were intended to accelerate sales, collection of accounts receivable, payment of accounts payable and maintenance of assets, and Seller and the Business have not: (a) experienced an eventand maintain the existing relations of Seller with customers, circumstancesuppliers, conditioncreditors, change or development regulators and employees that, in each case, may be material, individually or in the aggregate, to the Business, (iv) not suffered any event, condition, circumstance, development, change or occurrence that, individually or together with any other events, conditions, circumstances, developments, changes or occurrences, has had, had or would could reasonably be expected to have a Material Adverse Effect, (bv) experienced not materially changed any material lossmethod of accounting or accounting principle or practice for the Business, damage (vi) not materially changed any cash management practices or destruction policies or practices and procedures with respect to collection of assets related to Accounts Receivable, (vii) not entered into any Contract that constitutes a Material Contract, (viii) not incurred, assumed or guaranteed any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice, (ix) not cancelled any debts or claims nor amended, terminated or waived any rights constituting Purchased Assets, (x) not transferred, assigned, sold or otherwise disposed of any of the Purchased Assets shown or reflected in the most recent Financial Statements, except for the sale of inventory in the Products ordinary course of business, (xi) not transferred or assigned, or granted any license under or with respect to, any Intellectual Property Assets other than non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice, (xii) not suffered any material damage, destruction or loss, or any material interruption in the use of any Purchased Assets, whether or not covered by insurance), (cxiii) experienced not incurred any material supply disruption, supplier dispute or slowdown or stoppage of supply, with respect to the Productscapital expenditures which would constitute an Assumed Liability, (dxiv) with respect to not granted, allowed or suffered the imposition of any customer included in a customer or other list included in the Transferred Records, received Encumbrance on any written notice that such customer intends to materially reduce its business with or cease doing business with the Business, (e) sold, transferred, licensed or disposed of assets that would have been included in the Purchased Assets, other than sales of Inventory in the Ordinary Course of Businessexcept for Permitted Encumbrances, (fxv) changed not granted any bonuses, whether monetary or otherwise, nor increased any wages, salary, severance, pension or other compensation or benefits in respect of the terms and conditions with respect to the pricing any current or former employees, officers, directors, independent contractors or consultants of the Products or supplies relating to the Product, (g) other than in the Ordinary Course of Business, modified or amended any Assumed Contract or waived, released or assigned any material rights or claims under any Assumed Contract, (h) failed to use commercially reasonable efforts to maintain and preserve intact in all material respects goodwill related to the Products, including the Products IP relationships with Material Customers and Material Suppliers, (i) settled or waived any material Actions with respect to the Business, (j) disclosed any material nonpublic information with respect to the Business that Seller previously maintained as confidential information (other than pursuant to agreements requiring the recipient to maintain the confidentiality of and preserving all rights of Seller in such confidential information, as disclosed in its SEC Report or otherwise required by applicable Law), and (xvi) not declared or paid any dividends on or distributions in respect of any of Seller’s outstanding equity interests, nor redeemed, purchased, or (k) taken acquired any action that would have been prohibited or otherwise restricted under Section 6.01(c) or (d)equity interest of Seller.

Absence of Certain Changes, Events and Conditions. Except as set forth on Schedule 4.14Since the Balance Sheet Date, since January 1, 2024, the Business there has not been conducted in the Ordinary Course of Business, including with respect to maintenance of inventory levels, promotional sales, rebates or discounts, other activities that were intended to accelerate sales, collection of accounts receivable, payment of accounts payable and maintenance of assets, and Seller and the Business have not: any: (a) experienced an event, circumstance, condition, change occurrence or development that, individually or in the aggregate, that has had, or would reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, ; (b) experienced redemption, purchase or acquisition of Seller’s partnership interests; (c) material change in any method of accounting or accounting practice for the Business, except as required by GAAP or as disclosed in the notes to the Financial Statements; (d) material change in cash management practices and policies, practices and procedures with respect to collection of Accounts Receivable, establishment of reserves for uncollectible Accounts Receivable, accrual of Accounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (e) entry into any Contract involving an aggregate consideration in excess of $25,000; (f) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business, other than under Seller’s existing credit facilities; (g) transfer, assignment, sale or other disposition outside the ordinary course of business of any of the Purchased Assets shown or reflected in the Balance Sheet; (h) cancellation of any material debts or claims or material amendment, termination or waiver of any rights, in each case outside the ordinary course of business, that if they existed on the date hereof would constitute Purchased Assets; (i) transfer, assignment, license or grant, outside the ordinary course of business, any rights under or with respect to any material Intellectual Property Assets or material Intellectual Property Licenses; (j) material damage, destruction or loss, damage or destruction any material interruption in use, of assets related to the sale of the Products (any Purchased Assets, whether or not covered by insurance); (k) acceleration, termination, material modification to or cancellation of any Contract that, if in existence on the date hereof, would be required to be listed on Section 4.07 of the Disclosure Schedules or Permit that, if in existence on the date hereof, would be required to be listed on Section 4.16 of the Disclosure Schedules; (cl) experienced material capital expenditures which would constitute an Assumed Liability; (m) imposition of any material supply disruptionEncumbrance (other than Permitted Encumbrances) upon any of the Purchased Assets; (n) except as set forth on Section 4.06(n) of the Disclosure Schedules, supplier dispute grant of any bonuses, whether monetary or slowdown otherwise, or stoppage any wage, salary, severance or benefit increases in respect of supplyany Employees, with respect directors or independent contractors, other than as provided for in any written agreements or Benefit Plans set forth in Section 4.18(a) of the Disclosure Schedules, or change in the terms of employment for any Employee; (o) entry into or termination of any employment, severance or change in control agreement or collective bargaining agreement covering any of the Employees, written or oral, or modification of the terms of any existing agreement set forth in Section 4.06(o) of the Disclosure Schedules; (p) loan to any Employees; (q) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the Productsfiling of any bankruptcy petition against it under any similar Law; (r) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business, except for purchases in the ordinary course of business consistent with past practice; (ds) adoption, amendment, modification or termination of any bonus, profit sharing, incentive, severance, or other plan, Contract or commitment for the benefit of any Employees, directors or independent contractors (or any such action taken with respect to any customer included in a customer or other list included in the Transferred Records, received Benefit Plan); or (t) any written notice that such customer intends Contract to materially reduce its business with or cease doing business with the Business, (e) sold, transferred, licensed or disposed of assets that would have been included in the Purchased Assets, other than sales of Inventory in the Ordinary Course of Business, (f) changed do any of the terms and conditions with respect to the pricing foregoing, or any action or omission that would result in any of the Products or supplies relating to the Product, (g) other than in the Ordinary Course of Business, modified or amended any Assumed Contract or waived, released or assigned any material rights or claims under any Assumed Contract, (h) failed to use commercially reasonable efforts to maintain and preserve intact in all material respects goodwill related to the Products, including the Products IP relationships with Material Customers and Material Suppliers, (i) settled or waived any material Actions with respect to the Business, (j) disclosed any material nonpublic information with respect to the Business that Seller previously maintained as confidential information (other than pursuant to agreements requiring the recipient to maintain the confidentiality of and preserving all rights of Seller in such confidential information, as disclosed in its SEC Report or otherwise required by applicable Law), or (k) taken any action that would have been prohibited or otherwise restricted under Section 6.01(c) or (d)foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth on Schedule 4.14Since the date of the Balance Sheet, since January 1, 2024, the Business has been conducted and other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice, including with respect to maintenance of inventory levels, promotional sales, rebates or discounts, other activities that were intended to accelerate sales, collection of accounts receivable, payment of accounts payable and maintenance of assets, and Seller and the Business have not: there has not been any: (a) experienced an event, circumstance, condition, change occurrence or development thatthat has had, or could reasonably be expected to have, individually or in the aggregate, has hada Material Adverse Effect; as used herein, a "Material Adverse Effect" means any event, occurrence, fact, condition or change that is, or would could reasonably be expected to have a Material Adverse Effectbecome, individually or in the aggregate, materially adverse to (a) the business, results of operations, prospects, condition (financial or otherwise) or assets of the business of the Seller, (b) experienced any material loss, damage or destruction the value of assets related to the sale of the Products (whether or not covered by insurance), (c) experienced any material supply disruption, supplier dispute or slowdown or stoppage of supply, with respect to the Products, (d) with respect to any customer included in a customer or other list included in the Transferred Records, received any written notice that such customer intends to materially reduce its business with or cease doing business with the Business, (e) sold, transferred, licensed or disposed of assets that would have been included in the Purchased Assets, other than sales or (c) the ability of Inventory Seller to consummate the transactions contemplated hereby on a timely basis; (b) declaration or payment of any dividends or distributions on or in respect of any of Seller's capital stock or redemption, purchase or acquisition of Seller's capital stock; (c) material change in any method of accounting or accounting practice for the business of the Seller, except as required by GAAP or as disclosed in the Ordinary Course notes to the Financial Statements; (d) material change in cash management practices and policies, practices and procedures with respect to collection of BusinessAccounts Receivable, establishment of reserves for uncollectible Accounts Receivable, accrual of Accounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (fe) changed entry into any Contract that would constitute a Contract (x) by which any of the terms and conditions with respect to the pricing of the Products Purchased Assets are bound or supplies relating to the Product, (g) other than in the Ordinary Course of Business, modified or amended any Assumed Contract or waived, released or assigned any material rights or claims under any Assumed Contract, (h) failed to use commercially reasonable efforts to maintain and preserve intact in all material respects goodwill related to the Products, including the Products IP relationships with Material Customers and Material Suppliers, (i) settled or waived any material Actions with respect to the Business, (j) disclosed any material nonpublic information with respect to the Business that Seller previously maintained as confidential information (other than pursuant to agreements requiring the recipient to maintain the confidentiality of and preserving all rights of Seller in such confidential information, as disclosed in its SEC Report or otherwise required by applicable Law), affected or (ky) taken any action that would have been prohibited to which Seller is a party or otherwise restricted under Section 6.01(c) by which it is bound in connection with its business or (d).the Purchased Assets; as used herein "

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by this Agreement or as set forth on Schedule 4.14Section 4.05 of the Disclosure Schedules, since January 1from December 31, 20242016 until the date of this Agreement, Seller has operated the Business has been conducted in the Ordinary Course ordinary course of Businessbusiness consistent with past practice in all material respects and there has not, including to Seller's Knowledge, been, with respect to maintenance of inventory levelsthe Business, promotional sales, rebates or discounts, other activities that were intended to accelerate sales, collection of accounts receivable, payment of accounts payable and maintenance of assets, and Seller and the Business have not: any: (a) experienced an event, circumstance, condition, change occurrence or development that, individually or in the aggregate, has had, had or would is reasonably be expected likely to have a Material Adverse Effect, ; (b) experienced imposition of any Encumbrance upon any of the Purchased Assets, except for Permitted Encumbrances; (c) loss, damage, destruction or other casualty affecting any material lossproperties or assets thereof included therein, damage or destruction of assets related to the sale of the Products (whether or not covered by insurance), (c) experienced any material supply disruption, supplier dispute or slowdown or stoppage of supply, with respect to the Products, ; (d) with respect to any customer included in a customer or other list included increase in the Transferred Recordscompensation of any Employees, received other than as provided for in any written notice that such customer intends to materially reduce its business with agreements or cease doing business with in the Business, ordinary course of business; (e) sold, transferred, licensed adoption of any plan of liquidation or disposed dissolution or filing of assets that would have been included a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the Purchased Assets, other than sales filing of Inventory in the Ordinary Course of Business, any bankruptcy petition against it under any similar Law; (f) changed any change in any method of accounting or accounting practice related to the Business; (g) any purchase, sale, or other disposition, or any agreement or other arrangement for the purchase, sale, or other disposition, of any of the terms and conditions with respect material assets related to the pricing or used in connection of the Products or supplies relating to the Product, (g) Business other than in the Ordinary Course ordinary course of Business, modified or amended any Assumed Contract or waived, released or assigned any material rights or claims under any Assumed Contract, business; (h) failed any disposal or lapse of any rights to use commercially reasonable efforts any Intellectual Property or disposal of or disclosure to maintain and preserve intact any Person (other than in all material respects goodwill connection with evaluation of the transactions contemplated by this Agreement) of any trade secret, formula, process or know-how related to the Products, including the Products IP relationships with Material Customers and Material Suppliers, (i) settled or waived any material Actions with respect to the Business, (j) disclosed any material nonpublic information with respect to the Business that Seller previously maintained as confidential information (not theretofore a matter of public knowledge other than pursuant to agreements requiring confidentiality agreements; or (i) any agreement to do any of the recipient to maintain the confidentiality of and preserving all rights of Seller in such confidential information, as disclosed in its SEC Report or otherwise required by applicable Law)foregoing, or (k) taken any action or omission by Seller that would have been prohibited or otherwise restricted under Section 6.01(c) or (d)result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth on Schedule 4.14in this Section 4.5 or in Section 4.5 of the Disclosure Schedules, since January 1from January1, 20242020 until the date of this Agreement, Seller has operated the Business has been conducted in the Ordinary Course ordinary course of Businessbusiness consistent with past practice in all material respects and there has not been, including with respect to maintenance of inventory levelsthe Business, promotional sales, rebates any event or discounts, other activities that were intended to accelerate sales, collection of accounts receivable, payment of accounts payable and maintenance of assets, and Seller and the Business have not: (a) experienced an event, circumstance, condition, change or development circumstance that, individually or in the aggregate, has had, had or would is reasonably be expected to have a Material Adverse Effect. Buyer and Seller mutually recognize the occurrence of certain public health restrictions and shutdowns within the calendar year of 2020 as an event or circumstance that has generally impacted all businesses in the United States, (b) experienced any material lossbut recognize that these did not impact Seller’s Business in the same manner as other businesses and agree that consideration of that impact has been taken into account for purposes of this representation. Since January 1,2020, damage or destruction until the date of assets related this Agreement there has not been, in each case solely with respect to the sale Business unless indicated otherwise: 4.5.1 any theft, damage, destruction or casualty loss in excess of $10,000 in the Products (aggregate to the Purchased Assets, whether or not covered by insurance); 4.5.2 any mortgage, pledge, lien, or grant of a security interest in, or other Encumbrance of any of the Purchased Assets; 4.5.3 any sale, disposal of or license of any of the Purchased Assets (cincluding, without limitation, Intellectual Property Assets) experienced to any material supply disruption, supplier dispute or slowdown or stoppage of supply, with respect Person; 4.5.4 any failure to maintain the Tangible Personal Property in good working condition and to repair the Tangible Personal Property according to the Productsstandards that have been maintained up to the date of this Agreement, (d) subject only to ordinary wear and tear; 4.5.5 any failure to pay and discharge any trade payables or other material obligations relating to the Purchased Assets or the Business in accordance with respect Seller’s customary business practices as of the date hereof; 4.5.6 any amendment or termination of any Assigned Contracts, except in the ordinary course of business; 4.5.7 any action to terminate or modify, or permit the lapse or termination of, the present insurance policies and coverage of Seller relating to or applicable to the Business or the Purchased Assets; 4.5.8 any abandonment of or failure to maintain any Intellectual Property Assets; 4.5.9 a grant of any performance guarantee to any customer included in a customer or other list included in the Transferred Records, received any written notice that such customer intends to materially reduce its business with or cease doing business with of the Business, (e) sold, transferred, licensed or disposed of assets that would have been included in the Purchased Assets, other than sales of Inventory in the Ordinary Course of Business, (f) changed ; 4.5.10 any of the terms and conditions with respect failure to the pricing of the Products or supplies relating to the Product, (g) other than in the Ordinary Course of Business, modified or amended any Assumed Contract or waived, released or assigned any material rights or claims under any Assumed Contract, (h) failed to use commercially reasonable efforts to maintain and preserve intact comply in all material respects goodwill related with all Laws applicable to the Products, including the Products IP relationships with Material Customers and Material Suppliers, (i) settled or waived any material Actions with respect to the Business, (j) disclosed any material nonpublic information with respect to conduct of the Business that Seller previously maintained as confidential information (other than pursuant or the ownership and use of the Purchased Assets; and 4.5.11 any agreement or commitment to agreements requiring do any of the recipient to maintain things described in the confidentiality preceding clauses of and preserving all rights of Seller in such confidential information, as disclosed in its SEC Report or otherwise required by applicable Law), or (k) taken any action that would have been prohibited or otherwise restricted under this Section 6.01(c) or (d)4.5.

Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by this Agreement or as set forth on Schedule 4.144.04, since January September 1, 20242023, (a) Seller has operated the Business has been conducted in the Ordinary Course ordinary course of Businessbusiness; (b) there has not been, including with respect to maintenance of inventory levelsthe Business, promotional sales, rebates or discounts, other activities that were intended to accelerate sales, collection of accounts receivable, payment of accounts payable and maintenance of assets, and Seller and the Business have not: (a) experienced an any event, circumstanceoccurrence, condition, change or development that, individually or in the aggregate, that has had, had or would reasonably be expected to have a Material Adverse Effect, (b) experienced any material loss, damage Effect on the Business or destruction of assets related to the sale of the Products (whether or not covered by insurance), Purchased Assets; (c) experienced there has not been any grant or announcement of, or any act or omission resulting in, any increase in the wages, salaries, compensation, bonuses, severance, benefits or incentives payable to any current or former employee, director or consultant of the Business; (d) the Seller has not amended, modified, terminated, waived or adjusted any Contract that would constitute a Material Contract and Seller has not received any notice, announcement, or information regarding the termination of any Material Contract or any change to any requirements or qualifications from any prime contractor or Customer associated with any Material Contract; (e) neither Seller nor the Business has suffered any material supply disruptiondamage, supplier dispute destruction or slowdown or stoppage of supply, other loss with respect to the Products, (d) with respect to any customer included in a customer or other list included material property used in the Transferred Records, received Business or waived any written notice that such customer intends to materially reduce its business with or cease doing business with the Business, rights of material value; (ef) sold, transferred, licensed or disposed there has not been any imposition of assets that would have been included in any Encumbrance upon any of the Purchased Assets; (g) neither the Seller nor the Business has adopted of any plan of merger, other than sales consolidation, reorganization, liquidation or dissolution or filing of Inventory a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the Ordinary Course filing of Business, any bankruptcy petition against it under any similar Law; or (fh) changed there has been no Contract to do any of the terms and conditions with respect to the pricing foregoing, or any action or omission that would result in any of the Products or supplies relating to the Product, (g) other than in the Ordinary Course of Business, modified or amended any Assumed Contract or waived, released or assigned any material rights or claims under any Assumed Contract, (h) failed to use commercially reasonable efforts to maintain and preserve intact in all material respects goodwill related to the Products, including the Products IP relationships with Material Customers and Material Suppliers, (i) settled or waived any material Actions with respect to the Business, (j) disclosed any material nonpublic information with respect to the Business that Seller previously maintained as confidential information (other than pursuant to agreements requiring the recipient to maintain the confidentiality of and preserving all rights of Seller in such confidential information, as disclosed in its SEC Report or otherwise required by applicable Law), or (k) taken any action that would have been prohibited or otherwise restricted under Section 6.01(c) or (d)foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth on Schedule 4.14in SECTION 8.27 SCHEDULE (A), since January 1, 2024the December Balance Sheet Date, the Companies have conducted the Acquired Business has been conducted only in the Ordinary Course of Business, including ordinary course consistent with respect to maintenance of inventory levels, promotional sales, rebates or discounts, other activities that were intended to accelerate sales, collection of accounts receivable, payment of accounts payable prior practice and maintenance of assets, and Seller and the Business have not: , on behalf of, in connection with or relating to the Acquired Business or the Assets: (a) experienced an eventsuffered any Material Adverse Effect; (b) entered into, circumstanceamended or terminated any material contract (including, conditionwithout limitation, change purchase orders and supplier contracts); (c) declared or development thatpaid any dividend, individually distribution or payments to the Companies' Shareholder or its Affiliates (other than salary and benefits paid to Shareholder, the Imperial Shareholders or their Affiliates who are employees of the Companies and rent paid to the Imperial Shareholders or their Affiliates, each consistent with past practice); (d) incurred any obligation or liability, absolute, accrued, contingent or otherwise, whether due or to become due, except current liabilities for trade or business obligations incurred in connection with the purchase of goods or services in the ordinary course of business consistent with prior practice, none of which liabilities, in any case or in the aggregate, has had, or would reasonably be expected to could have a Material Adverse Effect; (e) discharged or satisfied any Lien other than those then required to be discharged or satisfied, or paid any obligation or liability, absolute, accrued, continent or otherwise, whether due or to become due, other than current liabilities shown on the December Balance Sheet and current liabilities incurred since the date thereof in the ordinary course of business consistent with prior practice; (bf) experienced mortgaged, pledged or subjected to Lien, any material lossproperty, damage business or destruction assets, tangible or intangible, held in connection with the Acquired Business; (g) sold, transferred, leased to others or otherwise disposed of assets related to the sale any of the Products Assets, except for inventory sold in the ordinary course of business, or canceled or compromised any debt or claim, or waived or released any right of substantial value; (h) received any notice of termination of any contract, lease or other agreement or suffered any damage, destruction or loss (whether or not covered by insurance)) which, in any case or in the aggregate, has had a Material Adverse Effect; (ci) experienced transferred or granted any rights under, or entered into any settlement regarding the breach or infringement of, any Intellectual Property, or modified any existing rights with respect thereto; (j) granted any increase in the compensation (including bonus payments) of any officer or employee other than in the ordinary course of business consistent with past practice; (k) encountered any labor union organizing activity, had any actual or threatened employee strikes, work stoppages, slowdowns or lockouts, or had any material supply disruptionchange in its relations with its employees, agents, customers or suppliers; (l) lost any major customer or major supplier dispute or slowdown had any material order canceled or stoppage knows of supply, any threatened cancellation of any material order; (m) made any change in its practices with respect to the Productscollection of receivables, payment of accounts payable or purchase and sale of inventory; (dn) with respect made any capital expenditures or capital additions or improvements in excess of an aggregate of $100,000; (o) instituted, settled or agreed to settle any customer included in a customer litigation, action or other list included in the Transferred Records, received proceeding before any written notice that such customer intends to materially reduce its business with court or cease doing business with the Business, (e) sold, transferred, licensed or disposed of assets that would have been included in the Purchased Assets, other than sales of Inventory in the Ordinary Course of Business, (f) changed any of the terms and conditions with respect to the pricing of the Products or supplies governmental body relating to the Product, (g) Acquired Business or the Assets other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practices but not in any case involving amounts in excess of $25,000.00; (p) paid or agreed to pay any legal, modified accounting, brokerage, finder's fee, Taxes or amended any Assumed Contract or waived, released or assigned any material rights or claims under any Assumed Contract, (h) failed to use commercially reasonable efforts to maintain and preserve intact other expense in all material respects goodwill related to the Products, including the Products IP relationships with Material Customers and Material Suppliers, (i) settled or waived any material Actions with respect to the Business, (j) disclosed any material nonpublic information with respect to the Business that Seller previously maintained as confidential information (other than pursuant to agreements requiring the recipient to maintain the confidentiality of and preserving all rights of Seller in such confidential information, as disclosed in its SEC Report or otherwise required by applicable Law)connection with, or incurred any severance pay obligations by reason of, this Agreement or the transactions contemplated hereby; or (kq) taken any action or omitted to take any action that would have been prohibited or otherwise restricted under Section 6.01(c) or (d)result in the occurrence of any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth on Schedule 4.14, since January 1, 2024Since the Interim Balance Sheet Date, the Business has been conducted in the Ordinary Course ordinary course of Business, including business consistent with respect to maintenance of inventory levels, promotional sales, rebates or discounts, other activities that were intended to accelerate sales, collection of accounts receivable, payment of accounts payable and maintenance of assetspast practice, and Seller and the Business have not: there has not been any: (a) experienced an event, circumstance, condition, change occurrence or development thatthat has had, or could reasonably be expected to have, individually or in the aggregate, has had, or would reasonably be expected to have a Material Adverse Effect, ; (b) experienced material change in any method of accounting or accounting practice for the Business, except as required by GAAP or as disclosed in the notes to the Financial Statements; (c) material losschange in cash management practices and policies, damage practices and procedures with respect to collection of Accounts Receivable, establishment of reserves for uncollectible Accounts Receivable, accrual of Accounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of Customer deposits; (d) except as set forth on the Financial Statements and Section 4.06(d) of the Disclosure Schedules hereto, entry into any Contract that would constitute a Material Contract; (e) except with respect to indebtedness that has been disclosed and owed to Seller’s existing lenders with whom Seller had lending relationships prior to the Balance Sheet date, incurrence, assumption or destruction guarantee of assets related to any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice; (f) transfer, assignment, sale or other disposition of any of the Purchased Assets shown or reflected in the Interim Balance Sheet, except for the sale of inventory and the Products resolution of receivables and payables items and disputes in the ordinary course of business; (g) except for resolution of receivables and payables items in the ordinary course of business, including resolution of any disputes relating thereto, cancellation of any debts or claims or amendment, termination or waiver of any rights constituting Purchased Assets; (h) transfer or assignment of or grant of any license or sublicense under or with respect to any material Intellectual Property Assets or Intellectual Property Agreements (except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice); (i) except as set forth in Section 4.06(i) of the Disclosure Schedules, abandonment or lapse of or failure to maintain in full force and effect any material Intellectual Property Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Intellectual Property Assets; (j) material damage, destruction or loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance), ; (ck) experienced any material supply disruption, supplier dispute except for ongoing resolution of Contract claims or slowdown or stoppage of supply, with respect to the Products, (d) with respect to any customer included in a customer or other list included disputes in the Transferred Recordsordinary course of business, received acceleration, termination, material modification to, or of cancellation any written notice that such customer intends to materially reduce its business with commitment of any Assigned Contract or cease doing business Permit; (l) material capital expenditures which would constitute an Assumed Liability; (m) except for Encumbrances which will be released concurrently with the BusinessClosing, imposition of any Encumbrance (eother than Permitted Encumbrances) sold, transferred, licensed or disposed upon any of assets that would have been included in the Purchased Assets; (n) adoption of any plan of merger, other than sales consolidation, reorganization, liquidation or dissolution or filing of Inventory a petition in the Ordinary Course bankruptcy under any provisions of Business, (f) changed any of the terms and conditions with respect federal or state bankruptcy Law or consent to the pricing filing of the Products or supplies relating to the Product, (g) other than in the Ordinary Course of Business, modified or amended any Assumed Contract or waived, released or assigned any material rights or claims bankruptcy petition against it under any Assumed Contract, (h) failed to use commercially reasonable efforts to maintain and preserve intact in all material respects goodwill related to the Products, including the Products IP relationships with Material Customers and Material Suppliers, (i) settled or waived any material Actions with respect to the Business, (j) disclosed any material nonpublic information with respect to the Business that Seller previously maintained as confidential information (other than pursuant to agreements requiring the recipient to maintain the confidentiality of and preserving all rights of Seller in such confidential information, as disclosed in its SEC Report or otherwise required by applicable similar Law), or (k) taken any action that would have been prohibited or otherwise restricted under Section 6.01(c) or (d).

Absence of Certain Changes, Events and Conditions. Except Since December 31, 2005, except as set forth otherwise provided in, disclosed, or contemplated by this Agreement, none of the Seller Responsible Parties has, except as disclosed on Schedule 4.14, since January 1, 2024, the Business has been conducted in the Ordinary Course of Business, including with respect to maintenance of inventory levels, promotional sales, rebates or discounts, other activities that were intended to accelerate sales, collection of accounts receivable, payment of accounts payable and maintenance of assets, and Seller and the Business have not: 2.11: (a) experienced an eventother than in the ordinary course of business consistent with past practice, circumstancesold, conditiontransferred, change leased, subleased, licensed, encumbered or development thatotherwise disposed of any Purchased Assets; (b) permitted any of the Purchased Assets to be subjected to any Encumbrance; (c) made any changes, including changes to collection practices, to be made in the operations of the Seller; (d) made any commitments for the Seller to make capital expenditures in excess of $10,000 individually or in the aggregate; (e) made any amendment of the articles or organization or operating agreement of the Seller; (f) except for services to be rendered by the Members to Seller in connection with the consummation of transactions contemplated by this Agreement, has hadpermitted any new agreement, contract, commitment or arrangement, or would reasonably amendments or modifications to any existing such agreement, contract, commitment or arrangement, to be expected entered into with any Affiliate of the Seller or any third parties that is material to have a the Seller or that will continue in effect after the Closing Date and not be terminable by the Seller on not more than 30 days’ written notice without payment of premium or penalty; (g) entered into any new Material Adverse EffectContract or any amendments or modifications to any existing such Material Contract; (h) borrowed any amount or incurred or become subject to any liabilities, except trade payables incurred in the ordinary course of business and liabilities under contracts entered into in the ordinary course of business (bexcluding any capital lease obligations); (i) experienced discharged or satisfied any material lossEncumbrance or paid any material obligation or liability, damage other than in the ordinary course of business; (j) declared, set aside or destruction made any payment or distribution of assets related cash or other property to its Members except consistent with past practices; (k) sold, assigned or transferred any material Intellectual Property Rights or disclosed any proprietary confidential information to any Person except for new customer licensees or to Buyer and its representatives in connection with its due diligence; (l) granted any increase, or announced any increase, in the sale wages, salaries, compensation, bonuses, incentives, pension or other benefits payable to any of the Products officers, employees, independent contractors or agents, including, without limitation, any increase or change pursuant to any Employee Benefit Plan, or established, increased or accelerated the payment or vesting of any benefits under any Employee Benefit Plan with respect to officers or employees; (m) made any material change in any method of accounting or accounting practice or policy, including, without limitation, material changes in assumptions underlying or methods of calculating bad debt, contingency or other reserves, or notes or accounts receivable write-offs, or in corporate allocation methodology, in each case other than changes required by Law or under GAAP; (n) suffered any casualty loss or damage with respect to any assets, whether or not covered by insurance); (o) incurred or guarantied any indebtedness for borrowed money other than indebtedness repaid prior to the Closing or indebtedness that will constitute Excluded Liabilities; (p) deferred the payment of any accounts payable except in accordance with past practices; (q) made any loans, advances or capital contributions to, or investments in, any other Person, other than in the ordinary course of business; (cr) merged or consolidated with, or acquired any equity or all or substantially all of the assets of, any other Person; (s) experienced any material supply disruption, supplier dispute or slowdown or stoppage of supply, with respect to the Products, (d) with respect to any customer included in a customer or other list included adverse change in the Transferred Recordscondition, received financial or otherwise, business, prospects, assets or rights of the Seller; (t) conducted the Business outside of the ordinary and usual course consistent with past practice; (u) compromised, settled, granted any written notice that such customer intends waiver or release relating to, or otherwise adjusted any Action, Indebtedness or any other claims or rights; or (v) entered into any agreement, contract, commitment or arrangement to materially reduce its business with or cease doing business with the Business, (e) sold, transferred, licensed or disposed of assets that would have been included in the Purchased Assets, other than sales of Inventory in the Ordinary Course of Business, (f) changed do any of the terms and conditions with respect to the pricing of the Products or supplies relating to the Product, (g) other than in the Ordinary Course of Business, modified or amended any Assumed Contract or waived, released or assigned any material rights or claims under any Assumed Contract, (h) failed to use commercially reasonable efforts to maintain and preserve intact in all material respects goodwill related to the Products, including the Products IP relationships with Material Customers and Material Suppliers, (i) settled or waived any material Actions with respect to the Business, (j) disclosed any material nonpublic information with respect to the Business that Seller previously maintained as confidential information (other than pursuant to agreements requiring the recipient to maintain the confidentiality of and preserving all rights of Seller in such confidential information, as disclosed in its SEC Report or otherwise required by applicable Law), or (k) taken any action that would have been prohibited or otherwise restricted under Section 6.01(c) or (d)foregoing.

Absence of Certain Changes, Events and Conditions. Since December 31, 2018, the Companies have operated in the Ordinary Course of Business and have suffered no Material Adverse Effect. Except as set forth on Schedule 4.14Section 3.8 of the Disclosure Schedules, since January 1December 31, 20242018, no Company has: (a) acquired (including, without limitation, by merger, consolidation, or acquisition of stock or assets or any other business combination) any corporation, partnership, other business organization or any division of any such organization or any significant amount of assets; (b) sold, transferred, assigned, leased, subleased, licensed or otherwise disposed of any of its Tangible Personal Property, Intellectual Property or Company Real Property, outside the Ordinary Course of Business; (c) issued, delivered, sold or authorized, or proposed the issuance, delivery or sale of, any equity interests of the Companies or securities convertible into, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating the Companies to issue any such equity interests or other convertible securities; (d) incurred any Indebtedness or issued any debt securities or assumed, guaranteed or endorsed, or otherwise become responsible for, the Business has been conducted obligations of any Person, or made any loans or advances, or granted any security interest in any of their assets; (e) taken any action, other than reasonable and usual actions in the Ordinary Course of Business, including with respect to maintenance of inventory levels, promotional sales, rebates accounting policies or discounts, other activities that were intended to accelerate sales, collection of accounts receivable, payment of accounts payable and maintenance of assets, and Seller and the Business have not: procedures; (af) experienced an event, circumstance, condition, made or authorized any change or development that, individually or in the aggregateOrganizational Documents; (g) paid, has had, discharged or would reasonably be expected to have a Material Adverse Effect, (b) experienced satisfied any material lossclaim, damage Liability or destruction of assets related to the sale of the Products obligation (whether absolute, accrued, asserted or not covered by insuranceunasserted, contingent or otherwise), (c) experienced any material supply disruption, supplier dispute or slowdown or stoppage of supply, with respect to the Products, (d) with respect to any customer included in a customer or other list included in the Transferred Records, received any written notice that such customer intends to materially reduce its business with or cease doing business with the Business, (e) sold, transferred, licensed or disposed of assets that would have been included in the Purchased Assets, other than sales of Inventory the payment, discharge or satisfaction, in the Ordinary Course of Business; (h) amended, (f) changed any of the terms and conditions with respect modified or consented to the pricing termination of the Products any Material Contract, or supplies relating amended, waived, modified or consented to the Producttermination of any material rights of any party to such Material Contract, (g) other than in the Ordinary Course of Business, modified or amended any Assumed Contract or waived, released or assigned any material rights or claims under any Assumed Contract, (h) failed to use commercially reasonable efforts to maintain and preserve intact in all material respects goodwill related to the Products, including the Products IP relationships with Material Customers and Material Suppliers, ; (i) commenced, became the subject of, or settled or waived any material Actions with respect to the Business, Action; or (j) disclosed announced any material nonpublic information with respect agreement to do any of the Business that Seller previously maintained as confidential information (other than pursuant to agreements requiring the recipient to maintain the confidentiality of and preserving all rights of Seller in such confidential information, as disclosed in its SEC Report or otherwise required by applicable Law)foregoing, or (k) taken any action or omission that would have been prohibited or otherwise restricted under Section 6.01(c) or (d)result in any of the foregoing.